PURCHASE AGREEMENT by and between Rockwell Holdco, Inc., as Purchaser, and Andrews County Holdings, Inc., as Seller

by and between

Rockwell Holdco, Inc.,

as Purchaser,

and

▇▇▇▇▇▇▇ County Holdings, Inc.,

as Seller

Dated as of November 18, 2015

 

ARTICLE 1 DEFINITIONS				2
Section 1.01	Definitions			2
Section 1.02	Rules of Construction.			15
ARTICLE 2 PURCHASE AND SALE OF SHARES				15
Section 2.01	Purchase and Sale			15
Section 2.02	Closing Consideration			16
Section 2.03	Closing			16
Section 2.04	Allocation			16
Section 2.05	Withholding			17
ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING SELLER				17
Section 3.01	Organization			17
Section 3.02	Authority; Enforceability			17
Section 3.03	Ownership of Subject Securities			17
Section 3.04	No Conflicts; Consents and Approvals			18
Section 3.05	Legal Proceedings			18
Section 3.06	Investment Representations			18
Section 3.07	Disclosure			19
ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY				19
Section 4.01	Organization; Authority and Enforceability			19
Section 4.02	Capitalization			20
Section 4.03	Financial Statements; Accounts Receivable; Support Obligations			20
Section 4.04	No Undisclosed Liabilities			21
Section 4.05	Absence of Certain Changes			21
Section 4.06	Taxes			22
Section 4.07	Employee Matters			23
Section 4.08	Real Property			25
Section 4.09	Tangible Personal Property; Sufficiency of Assets			26
Section 4.10	Intellectual Property			27
Section 4.11	Material Contracts			27
Section 4.12	Government Contracts.			29
Section 4.13	Legal Proceedings			30
Section 4.14	Compliance with Laws.			30
Section 4.15	Permits			31

Section 4.16	Environmental Matters			31
Section 4.17	Insurance			33
Section 4.18	Intercompany Obligations			33
Section 4.19	Bank Accounts			33
Section 4.20	Affiliate Transactions			33
Section 4.21	NRC Matters and Radiological Licenses			33
Section 4.22	Regulation as a Utility			34
Section 4.23	Brokers' Fees			34
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER				34
Section 5.01	Organization			34
Section 5.02	Authority; Enforceability			34
Section 5.03	No Conflicts; Consents and Approvals			35
Section 5.04	Legal Proceedings			35
Section 5.05	Investment Representations			35
Section 5.06	Brokers			36
Section 5.07	Availability of Funds			36
Section 5.08	Capitalization			36
Section 5.09	Financial Statements			37
Section 5.10	No Undisclosed Liabilities.			37
Section 5.11	Absence of Certain Changes			38
Section 5.12	Waiver of Other Representations			38
ARTICLE 6 COVENANTS OF THE PARTIES				39
Section 6.01	Access			39
Section 6.02	Conduct of Business During the Interim Period			39
Section 6.03	Reasonable Best Efforts; Regulatory and Other Approvals; ▇▇▇▇▇▇▇ County Lease Termination Steps			43
Section 6.04	Employees; Employee Benefits			46
Section 6.05	No Negotiations			47
Section 6.06	Further Assurances; Post-Closing Cooperation			48
Section 6.07	Support Obligation Release and Related Purchaser Covenants.			48
Section 6.08	Termination of Affiliate Transactions			51
Section 6.09	Supplemental Disclosure			51
Section 6.10	Auditor Access			51
Section 6.11	Management Committee and Officer Resignations			52
Section 6.12	Insurance Matters			52
ARTICLE 7 CONDITIONS TO OBLIGATIONS OF PURCHASER				53
Section 7.01	Representations and Warranties			53

Section 7.02	Performance			53
Section 7.03	Officer's Certificate			53
Section 7.04	Orders and Applicable Laws			53
Section 7.05	▇▇▇▇▇▇▇ County Lease Termination Steps and Support Obligation Release			53
Section 7.06	HSR Act			54
Section 7.07	Amended Stockholders Agreement			54
Section 7.08	Transition Services Agreement			54
Section 7.09	No Company Material Adverse Effect			54
Section 7.10	Capital Contributions			54
Section 7.11	Certain Contract Matters			54
ARTICLE 8 CONDITIONS TO OBLIGATIONS OF SELLER				55
Section 8.01	Representations and Warranties			55
Section 8.02	Performance			55
Section 8.03	Officer's Certificate			55
Section 8.04	Orders and Applicable Laws			55
Section 8.05	HSR Act			55
Section 8.06	Amended Certificate of Incorporation, Amended Stockholders Agreement and Stock Certificate			55
Section 8.07	Transition Services Agreement			56
Section 8.08	▇▇▇▇▇▇▇ County Lease Termination Steps and Support Obligation Release			56
Section 8.09	Replacement of Guaranty			56
ARTICLE 9 SURVIVAL; INDEMNIFICATION				56
Section 9.01	Survival of Certain Representations and Warranties			56
Section 9.02	Indemnification by Seller			56
Section 9.03	Indemnification by Purchaser			58
Section 9.04	Indemnification Procedures			58
Section 9.05	Indemnification Generally			60
ARTICLE 10 RESTRICTIVE COVENANTS				61
Section 10.01	Non-Solicitation of Employees			61
Section 10.02	Agreement Not to Compete			61
Section 10.03	Non-Disparagement			61
Section 10.04	Acknowledgment			62
ARTICLE 11 TAX MATTERS				62
Section 11.01	Tax Returns			62

Section 11.02	Cooperation			63
Section 11.03	Transfer Taxes			64
Section 11.04	Tax Sharing or Similar Agreement			64
Section 11.05	Reimbursement of Certain Taxes			64
Section 11.06	Refunds			64
Section 11.07	Post-Closing Actions			65
Section 11.08	FIRPTA Certificate			65
ARTICLE 12 TERMINATION				65
Section 12.01	Termination			65
Section 12.02	Effect of Termination			66
Section 12.03	Termination Fee			66
ARTICLE 13 MISCELLANEOUS				67
Section 13.01	Entire Agreement			67
Section 13.02	Expenses			67
Section 13.03	Confidentiality			67
Section 13.04	Announcements			68
Section 13.05	No Waiver			68
Section 13.06	Amendments			69
Section 13.07	Addresses for Notices			69
Section 13.08	Captions			70
Section 13.09	Severability			70
Section 13.10	Assignment			70
Section 13.11	Counterparts			70
Section 13.12	Disclosure			70
Section 13.13	Specific Performance			71
Section 13.14	Governing Law			71
Section 13.15	Consent to Jurisdiction			71
Section 13.16	Waiver of Jury Trial			72
Section 13.17	Binding Effect; Persons Benefitting			72
Section 13.18	Waiver of Conflicts			72

 

This PURCHASE AGREEMENT is made as of November 18, 2015 (this "Agreement"), by and between Rockwell Holdco, Inc., a Delaware corporation ("Purchaser"), and ▇▇▇▇▇▇▇ County Holdings, Inc., a Delaware corporation  ("Seller").  Purchaser and Seller is each referred to herein as a "Party" or, collectively, as the "Parties".  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 1.01.

WITNESSETH:

WHEREAS, Seller owns one hundred percent (100%) of the Equity Securities (the "Subject Securities") of Waste Control Specialists LLC, a Delaware limited liability company (the "Company");

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Subject Securities, upon the terms and subject to the conditions hereinafter set forth;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to Seller to enter this Agreement, Purchaser Guarantor is delivering to Seller the Purchaser Guarantee;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to Seller to enter this Agreement, Purchaser Guarantor and certain of its affiliated funds are delivering to Purchaser and Seller the Equity Commitment Letter;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to Purchaser to enter this Agreement, Seller Guarantor is delivering to Purchaser the Seller Guarantee;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to Seller to enter this Agreement, Purchaser and Seller have executed the Venue Agreement;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to the Parties to enter this Agreement, Seller Guarantor and an Affiliate of Purchaser Guarantor have executed the Non-Competition, Non-Solicitation and Non-Disparagement Agreement; and

WHEREAS, at Closing, Seller, Purchaser and the stockholders of Purchaser will execute and deliver the Amended Stockholders Agreement with respect to the issuance of Series A Preferred Stock as contemplated herein.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS

"Action" means any action, suit, proceeding (whether in law or in equity), arbitration, claim, charge, hearing, or investigation (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body.

"Affiliate" means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, "control" of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or ownership interests, by Contract or otherwise, and specifically with respect to a corporation, partnership or limited liability company, means direct or indirect ownership of more than fifty percent (50%) of the voting securities in such corporation or of the voting interest in such partnership or limited liability company.

"Affiliate Transactions" has the meaning given to the term in Section 4.20.

"Aggregate Consideration" has the meaning given to the term in Section 2.02.

"Agreement" has the meaning given to that term in the preamble to this Agreement.

"Agreement State" shall have the meaning set forth in 30 TAC § 336.2(5).

"Allocation" has the meaning given to the term in Section 2.04.

"Alternative Transaction" has the meaning given to that term in Section 6.05.

"Amended Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of Purchaser to be filed with the Secretary of State of the State of Delaware at the Closing in the form attached hereto as Exhibit A.

"Amended Stockholders Agreement" means the Amended and Restated Stockholders Agreement of Purchaser in the form attached hereto as Exhibit B.

"Ancillary Agreements" means the Amended Certificate of Incorporation, the Transition Services Agreement, the Venue Agreement, the Non-Competition, Non-Solicitation and Non-Disparagement Agreement, the Purchaser Guarantee, the Seller Guarantee and the Amended Stockholders Agreement, together with any other agreements or documents to be executed by the Parties pursuant to this Agreement.

"▇▇▇▇▇▇▇ County" means a local governmental authority located in the State of Texas.

"▇▇▇▇▇▇▇ County Lease Obligations" means, collectively, that certain Lease Agreement, dated as of December 8, 2010, between ▇▇▇▇▇▇▇ County, Texas and the Company (the "▇▇▇▇▇▇▇ County Lease"), as well as the Guaranty, the ACH Pledge Agreement and the Contran Pledge Agreement, as defined and referred to therein.

"▇▇▇▇▇▇▇ County Lease Termination Steps" has the meaning given to that term in Section 6.03(b)(i).

"▇▇▇▇▇▇▇ County Support Obligations" has the meaning given to that term in Section 4.03(c).

"Anti-Bribery Laws" means the Anti-Kickback Act of 1986, applicable legislation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and all other applicable anti-corruption or bribery laws, rules and regulations of any Governmental Authority in any jurisdiction in which the Company conducts or has conducted its business.

"Antitrust Laws" has the meaning given to that term in Section 6.03(b)(iv).

"Applicable Laws" means all applicable laws, statutes, rules, regulations, treaties, ordinances and other pronouncements having the effect of the law of the United States, any foreign country or any tribal, state, county, city or other political subdivision thereof or of any Governmental Authority.

"Atomic Energy Act" means the Atomic Energy Act of 1954, as amended, 42 U.S.C. § 2011 et seq.

"Balance Sheet" has the meaning given to that term in Section 4.03(a).

"Balance Sheet Date" means September 30, 2015.

"Base Cash Purchase Price" has the meaning given to that term in Section 2.02.

"Benefit Agreement" means each employment, consulting, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, change in control, retention, termination or other material Contract that is in effect between the Company, on the one hand, and any Participant, on the other hand.

"Benefit Plan" means any welfare plan (as defined in Section 3(1) of ERISA), pension plan (as defined in Section 3(2) of ERISA) or bonus, incentive, deferred compensation, equity or equity-based compensation, severance, change in control, retention, termination or other compensation or benefit plan, program, policy or arrangement, in each case, that is sponsored, maintained, contributed to or required to be maintained or contributed to by the Company for the benefit of any Participant.

"Burdensome Condition" has the meaning given to that term in Section 6.03(b)(iv).

"Business Day" means any day other than any Saturday, Sunday or day on which banks located in New York, New York are authorized or obligated to close.

"Byproduct Material" shall have the meaning set forth in 30 TAC § 336.2(16).

"Cap" has the meaning given to that term in Section 9.02(c).

"Claim" means any demand, claim or Action.

"Claim Notice" has the meaning given to that term in Section 9.04(a).

"Clean Team Agreement" means collectively (i) that certain letter agreement, dated as of November 2, 2015, among the Company, EnergySolutions and the other signatories thereto, and (ii) that certain letter agreement dated as of November 6, 2015, among the Company, EnergySolutions and the other signatories thereto, in each case, amending the Confidentiality Agreement with respect to Highly Confidential Material (as defined therein).

"Closing" means the closing of the transactions contemplated by Section 2.01 and Section 2.03.

"Closing Date" means (a) the second (2^nd) Business Day following the date on which all of the conditions set forth in ARTICLE 7 and ARTICLE 8 (other than those that by their nature are intended to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing) are satisfied or waived by Purchaser or Seller, as applicable, or (b) such other date as Purchaser and Seller may mutually agree upon in writing.

"Closing Date Support Obligations" has the meaning given to that term in Section 6.07(a).

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning given to that term in the recitals to this Agreement.

"Company Employee" has the meaning given to that term in Section 6.04(a).

"Company IP" means the Intellectual Property owned by the Company that is material to the operation of the business of the Company as it is currently conducted.

"Company Material Adverse Effect" means any change, development, circumstance or effect that, individually or in the aggregate, (i) makes impossible or otherwise has a material adverse effect on, or would be reasonably expected to make impossible or otherwise have a material adverse effect on, the consummation of the transactions contemplated by this Agreement by Seller or the Company or (ii) has had or would reasonably be expected to have a material adverse effect on the assets, condition (financial or otherwise) or results of operations of the Company, taken as a whole, but, solely in the case of clause (ii), shall exclude any adverse effect resulting or arising from or attributable to (A) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest rates, exchange rates or commodity prices, (B) changes in Applicable Laws or general legal, regulatory or political conditions, including proposed or adopted legislation or any other proposal, reinterpretation or enactment by any Governmental Authority, in each case, on or after the

date of this Agreement, (C) changes in general conditions in the industries or markets in which the Company operates, (D) changes in national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack occurring on or after the date of this Agreement, (E) changes in accounting requirements or principles (including GAAP) or the interpretation thereof on or after the date of this Agreement, (F) the execution or announcement of this Agreement, (G) any failure to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial performance of or for the Company for any period (provided that clause (G) shall not prevent a determination that any change, development, circumstance or effect underlying such failure to meet such internal or external projections, forecasts or estimates of revenues, earnings or other financial performance of or for the Company has resulted in a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect)) or (H) any action taken by Seller or any of its Affiliates at the written request or with the written consent of Purchaser or any of its Affiliates, in each case under clauses (A), (B), (C) and (D), to the extent the Company is not disproportionately adversely affected thereby as compared with other participants in the industries in which the Company operates.

"Confidentiality Agreement" means that certain mutual confidentiality agreement, dated as of July 15, 2013, by and between the Company and EnergySolutions.

"Continuing Employee" means a Company Employee who accepts an offer of employment with Purchaser or otherwise remains employed by the Company after the Closing.

"Continuing Support Obligation" has the meaning given to that term in Section 6.07(c).

"Contract" means any contract, agreement, lease, license, evidence of indebtedness, mortgage, indenture, security agreement or other legally binding arrangement, whether written or oral, excluding Permits and Radiological Licenses.

"Credit Rating" means, with respect to any Person, each rating given to such Person's long-term unsecured debt obligations (not supported by third party credit enhancements) by S&P or ▇▇▇▇▇'▇, as applicable, and any successors thereto, or if such rating is not available, such Person's corporate or issuer rating.

"Debt Obligations" means, without duplication, (a) all indebtedness for borrowed money, including all indebtedness evidenced by a note, bond, debenture or similar instrument, and (b) that portion of obligations with respect to capital leases that is appropriately classified as a liability on a balance sheet in conformity with GAAP, applied on a consistent basis by the Company; provided, however that Debt Obligations shall specifically exclude any surety bonds, letters of credit or other Support Obligations and any fees, make-whole obligations, prepayment defeasance or redemption premiums or penalties or other similar obligations with respect to any of the foregoing Debt Obligations described in (a) or (b).

"Deductible" has the meaning given to that term in Section 9.02(b)(i).

"Disclosure Schedules" means (a) with respect to Seller, the lists, descriptions, exceptions and other information and materials prepared by Seller and attached to this Agreement (the "Seller Disclosure Schedules") and (b) with respect to Purchaser, the lists, descriptions, exceptions and other information and materials prepared by Purchaser and attached to this Agreement (the "Purchaser Disclosure Schedules").

"Easement Real Property" has the meaning given to that term in Section 4.08(c).

"Energy Reorganization Act" means the Energy Reorganization Act of 1974, as amended.

"EnergySolutions" has the meaning given to that term in Section 5.08(a).

"Environmental Laws" means any and all Applicable Laws, Orders, codes or other legally enforceable requirements (including common law) of any Governmental Authority, regulating, relating to or imposing Liability or legally enforceable standards of conduct concerning pollution or protection of the environment, natural resources or human health (including employee health and safety), or the handling, treatment, storage and disposal of Hazardous Materials.

"Environmental Liability" means any Liability (including any Liability for personal injury, property or natural resource damages, costs of environmental remediation, fines, attorneys' fees, or penalties) arising under any Environmental Laws or any Contract pursuant to which any Liability is assumed or imposed with respect to any environmental, health or safety matters, including the handling, treatment, storage and disposal of Hazardous Materials.

"Equity Commitment Letter" means that certain equity commitment letter issued by Purchaser Guarantor and certain of its affiliated funds to Purchaser and Seller, dated as of the date hereof.

"Equity Securities" means any capital stock, common shares, partnership or membership interests or units (whether general or limited), and any other similar equity interest or equity participation.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ES Clean Team" has the meaning given to that term in the Clean Team Agreement.

"Escrow Bank" has the meaning given to that term in Section 6.07(g).

"Escrow Funds" has the meaning given to that term in Section 6.07(g).

"Financial Statements" has the meaning given to that term in Section 4.03(a).

"GAAP" means generally accepted accounting principles in the United States, consistently applied throughout the specified periods as in effect at the date to which the applicable financial statements relate.

"Government Contract" means any Contract entered into between the Company and a Governmental Authority, for the provision of services by the Company, that is currently active or subject to an open audit period, including any task orders or delivery orders issued under such Contract.  The term "Government Contract" also includes any subcontract (at any tier) of the Company with (i) another entity under a prime Contract held by the Company and (ii) another Person that holds either a prime Contract with a Governmental Authority or a subcontract (at any tier) under such a prime Contract.

"Governmental Authority" means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the United States or any American Indian tribe or foreign country, any state or local body of the United States or any foreign country or any state, province, county, city or other political subdivision thereof, or any tribunal, court or arbitrator(s) of competent jurisdiction; provided that the term "Governmental Authority" does not include federal corporations.

"Hazardous Materials" means any chemical, material, substance or waste that is regulated under or defined as hazardous or toxic under any Environmental Law or with respect to which Liability or standards of conduct are imposed under any Environmental Law, including petroleum or petroleum products or byproducts, radioactive and nuclear materials, asbestos in any form, urea formaldehyde and polychlorinated biphenyls.

"Historical Auditor" means PricewaterhouseCoopers LLP.

"HSR Act" means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

"Indemnifiable Losses" means any and all claims, injuries, lawsuits, Liabilities, losses, damages, judgments, fines, penalties, costs and expenses, including the reasonable fees and disbursements of counsel (including fees of attorneys and paralegals, whether at the pre-trial, trial, or appellate level, or in arbitration) and all amounts reasonably paid in investigation, defense, or settlement of any of the foregoing.

"Indemnified Entity" has the meaning given to that term in Section 9.04(a).

"Indemnified Purchaser Entities" has the meaning given to that term in Section 9.02(a).

"Indemnified Seller Entities" has the meaning given to that term in Section 9.03(a).

"Indemnifying Entity" has the meaning given to that term in Section 9.04(a).

"Insurance Policies" has the meaning given to that term in Section 4.17.

"Intellectual Property" means domestic and foreign intellectual property and proprietary rights, including: (i) patents, patent applications and patent disclosures, (ii) trademarks, service marks, trade dress, logos, brand names, trade names, domain names, corporate names, business names, fictitious business names and other indicia of origin, and all applications, registrations and renewals in connection therewith, (iii) copyrights, and applications, registrations and renewals in connection therewith, (iv) mask works and registrations and applications therefor, (v) industrial and other protected designs, and any registrations and applications therefor and (vi) Trade Secrets.

"Interim Period" has the meaning given to that term in Section 6.01.

"Leased Real Property" has the meaning given to that term in Section 4.08(b).

"Liabilities" means all liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due), including without limitation Environmental Liabilities.

"Liens" means any mortgage, pledge, lien, security interest, charge, claim, equitable interest, encumbrance, conditional sale or other title retention device or arrangement.

"Low Level Waste" shall have the meaning set forth for "low-level radioactive waste" in 30 TAC § 336.2(78).

"Maintained Policies" has the meaning given to that term in Section 6.12(a).

"Material Contract" has the meaning given to that term in Section 4.11(a).

"Material Environmental Permits" has the meaning given to that term in Section 4.16.

"Material Permits" has the meaning given to that term in Section 4.15.

"Non-Company Affiliate" means any Affiliate of Seller, except for the Company.

"NRC" means the United States Nuclear Regulatory Commission and any successor agency thereto.

"Nuclear Fuel" means any fuel assemblies or parts thereof, any of which are required for the generation of electricity at a nuclear power electric generating station when it was an operating nuclear power generating station.

"Nuclear Laws" means all Applicable Laws, implementing regulations, and amendments, other than Environmental Laws, governing: Nuclear Materials; the management, handling of, transportation and storage of Nuclear Materials, wastes, and fuels; the regulation of Nuclear Fuel; the enrichment of uranium; the disposal of Spent Nuclear Materials, wastes, and fuels; and the antitrust laws and the Federal Trade Commission Act, as applicable to specified activities.  Nuclear Laws include, but are not limited to, the Atomic Energy Act; the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act; the Energy Reorganization Act; Convention on the Physical Protection of Nuclear Material Implementation Act of 1982 (Public Law 97-351; 96 Stat. 1663); Nuclear Waste Policy Act; Energy Policy Act of 2005 (Public Law 109-58; 119 Stat. 594); Radiation Exposure Compensation Act (Public Law 101-426); Nuclear Nonproliferation Act of 1978 (Public Law 95-242; 92 Stat. 120); Uranium Mill Tailings Radiation Control Act (Public Law 95-604; 92 Stat. 3021); the Foreign Assistance Act of 1961 (22 U.S.C. Section 2151 et seq.); the Low-Level Radioactive Waste Policy Act (Public Law 96-573; 94 Stat. 3347); the Low-Level Radioactive Waste Policy Amendments Act of 1985 (42 U.S.C. Section 2021d; 102 Stat. 471); the Energy Policy Act of 1992 (42 U.S.C. Section 13201 et seq.); the Texas Radiation Control Act (Tex. Health and Safety Code §§ 401.0005 et seq.); and any Applicable Laws, other than Environmental Laws, analogous, or of similar effect, to the foregoing.

"Nuclear Materials" means Source Material, Byproduct Material, Special Nuclear Material, Low Level Waste, and Spent Nuclear Fuel.

"Nuclear Waste Policy Act" means the Nuclear Waste Policy Act of 1982 (Public Law 97-425; 96 Stat. 2201; 42 U.S.C. Section 10101 et seq.), as amended.

"Order" means any writ, judgment, decree, injunction or similar order of any Governmental Authority (in each such case whether preliminary or final).

"Organizational Documents" means, with respect to any Person, the articles or certificate of incorporation or organization and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, or such other organizational documents of such Person, including those that are required to be registered or kept in the place of incorporation, organization or formation of such Person and which establish the legal personality of such Person.

"Other Support Obligations" has the meaning given to that term in Section 4.03(c).

"Owned Real Property" has the meaning given to that term in Section 4.08(a).

"Participant" means any current or former employee of the Company.

"Party" and "Parties" have the meanings given to those terms in the preamble to this Agreement.

"Permit Support Obligations" has the meaning given to that term in Section 4.03(c).

"Permits" means any license, permit, registration, franchise, approval, authorization, certification, qualification, consent or order of any Governmental Authority under any Applicable Law.

"Permitted Lien" means (a) any Lien for Taxes that are not yet due or delinquent or that are being contested in good faith by appropriate proceedings, and for which an appropriate reserve has been made in the Balance Sheet, (b) any Lien reflected in the Balance Sheet, (c) any purchase money Lien arising in the ordinary course of business, (d) imperfections of title, Liens, claims, easements, access agreements, rights of way, covenants, conditions, restrictions, title and survey defects and other charges and encumbrances the existence of which would not reasonably be expected to be material to the Company, to the extent that the same do not in the aggregate materially interfere with the present use by the Company of, the applicable Real Property encumbered thereby, (e) all matters disclosed by those certain title policies and ALTA surveys described on Schedule 1.01(b)(i) or disclosed on Schedule 1.01(b)(ii), to the extent that the same do not in the aggregate materially

interfere with the present use of the applicable Real Property encumbered thereby, (f) zoning, planning, and other similar limitations and restrictions, and all rights of any Governmental Authority to regulate any Real Property, to the extent that the same do not in the aggregate materially interfere with the present use of the applicable Real Property encumbered thereby, (g) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security Applicable Laws, (h) any Lien that is released on or prior to Closing, (i) statutory or common law Liens incurred in the ordinary course of business in favor of carriers, warehousemen, mechanics and materialmen for amounts that are not (in the aggregate) material to the Company, in each case, to the extent such Liens are not yet due or delinquent or are being contested in good faith by appropriate proceedings, and for which an appropriate reserve has been made in the Balance Sheet, (j) conditions in any Permit granted to the Company by any Governmental Authority, and (k) the Liens created in or by the Andrews County Lease Obligations or the ▇▇▇▇▇▇▇ County Lease, which shall be released at the Closing.

"Person" means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, Governmental Authority or other entity.

"Possession of Seller" means in the actual and current possession of Seller, Seller Guarantor or the Company.

"Pre-Closing Straddle Period" has the meaning set forth in Section 11.05.

"Pre-Closing Tax Period" means any Tax period ending on or prior to the Closing Date.

"Properties" means, as to any Person, all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated) operated, owned or leased by such Person.

"Purchaser" has the meaning given to that term in the preamble to this Agreement.

"Purchaser Failure to Close" has the meaning given to that term in Section 12.03(a).

"Purchaser Financial Statements" has the meaning given to that term in Section 5.09(a).

"Purchaser Group" means (a) Purchaser and the Purchaser Guarantor; (b) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of any Person named in clauses (a) and (b); and (c) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing Persons in clauses (a) and (b).

"Purchaser Guarantee" means that certain limited guarantee of Purchaser Guarantor, dated as of the date hereof.

"Purchaser Guarantor" means Energy Capital Partners II-A, LP.

"Purchaser Material Adverse Effect" means any change, development, circumstance or effect that, individually or in the aggregate, (i) makes impossible or otherwise has a material adverse effect on, or would be reasonably expected to make impossible or otherwise have a material adverse effect on, the consummation of the transactions contemplated by this Agreement by Purchaser or (ii) has had or would reasonably be expected to have a material adverse effect on the assets, condition (financial or otherwise) or results of operations of the Purchaser and its subsidiaries, taken as a whole, but, solely in the case of clause (ii), shall exclude any adverse effect resulting or arising from or attributable to (A) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest rates, exchange rates or commodity prices, (B) changes in Applicable Laws or general legal, regulatory or political conditions, including proposed or adopted legislation or any other proposal, reinterpretation or enactment by any Governmental Authority, in each case, on or after the date of this Agreement, (C) changes in general conditions in the industries or markets in which Purchaser operates, (D) changes in national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack occurring on or after the date of this Agreement, (E) changes in accounting requirements or principles (including GAAP) or the interpretation thereof on or after the date of this Agreement, (F) the execution or announcement of this Agreement, (G) any failure to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial performance of or for Purchaser for any period (provided that clause (G) shall not prevent a determination that any change, development, circumstance or effect underlying such failure to meet such internal or external projections, forecasts or estimates of revenues, earnings or other financial performance of or for Purchaser has resulted in a Purchaser Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Purchaser Material Adverse Effect)) or (H) any action taken by Purchaser or any of its Affiliates at the written request or with the written consent of Seller or any of its Affiliates, in each case under clauses (A), (B), (C) and (D), to the extent Purchaser and its subsidiaries, taken as a whole, are not disproportionately adversely affected thereby as compared with other participants in the industries in which Purchaser and its subsidiaries operate.

"Purchaser Welfare Benefit Plans" has the meaning given to that term in Section 6.04(c).

"Purchaser's Approvals" means the approvals and third party consents disclosed on Schedule 5.03.

"Radiological Licenses" means all Permits issued by the NRC or Agreement States that are governed by Nuclear Laws.

"Real Property" has the meaning given to that term in Section 4.08(c).

"Real Property Easements" has the meaning given to that term in Section 4.08(c).

"Real Property Leases" has the meaning given to that term in Section 4.08(b).

"Registered Company IP" has the meaning given to that term in Section 4.10(a).

"Release" means any actual or threatened release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching of any Hazardous Material into the environment (including the disposal or abandonment of barrels, containers, tanks or other receptacles containing or previously containing any Hazardous Material).

"Representatives" means, as to any Person, its officers, directors, employees, partners, members, stockholders, counsel, accountants, financial advisers, engineers and consultants.

"Restricted Business" has the meaning given to that term in Section 10.02.

"S&P" means Standard & Poor's Ratings Group (a division of McGraw Hill, Inc.).

"Seller" has the meaning given to that term in the preamble to this Agreement.

"Seller Guarantee" means that certain limited guarantee of Seller Guarantor, dated as of the date hereof.

"Seller Guarantor" means Valhi, Inc.

"Seller Specified Representations" has the meaning given to that term in Section 7.01(a).

"Series A Preferred Stock" has the meaning given to that term in Section 2.02.

"Series A Share Value" means twenty million dollars ($20,000,000.00).

"Series A Shares" has the meaning given to that term in Section 2.02.

"Source Material" shall have the meaning set forth in 30 TAC § 336.2(128).

"Special Nuclear Material" shall have the meaning set forth in 30 TAC § 336.2(130).

"Spent Nuclear Fuel" shall have the meaning set forth in 10 CFR § 2.1105(b).

"Straddle Period" has the meaning given to that term in Section 11.05.

"Subject Securities" has the meaning given to that term in the recitals to this Agreement.

"subsidiary" means, with respect to any Person, any other Person of which such Person (either alone or through or together with any other subsidiary) owns, directly or indirectly, more than fifty percent (50%) of the outstanding Equity Securities or securities carrying the voting power in the election of the board of directors or other governing body of such Person.

"Support Obligation Release" has the meaning given to that term in Section 6.07(a).

"Support Obligations" has the meaning given to that term in Section 4.03(c).

"Tangible Personal Property" means any tangible personal property, whether owned or leased.

"Tax" or "Taxes" means any foreign, United States federal, state or local net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, personal property (tangible and intangible), real property (including general and special assessments), fee-in-lieu of tax, value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, deed recording fee, occupation, premium, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty or addition thereto.

"Tax Proceeding" has the meaning set forth in Section 11.02.

"Tax Returns" means any return, report or similar statement required to be filed with respect to any Taxes, including any information return, claim for refund, amended return and declaration of estimated Tax.

"Taxing Authority" means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

"Termination Date" has the meaning given to that term in Section 12.01(b)(i).

"Termination Fee" has the meaning given to that term in Section 12.03(a).

"Third Party" has the meaning given to that term in Section 9.04(a).

"Trade Secrets" means trade secrets, and any other intellectual property rights in confidential business information, inventions, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, software, designs, drawings, specifications, research records, records of inventions, test information, customer and supplier lists, pricing and cost information and business and marketing plans and proposals.

"Transaction Expenses" means any and all fees and expenses payable by the Company in connection with the transactions contemplated by this Agreement including (a) fees and expenses of the financial advisors, legal counsel, investment bankers, accountants and auditors of the Company, and (b) any severance pay or severance benefits, bonus amounts, retention payments, change in control payments or benefits, retirement benefits, job security benefits or similar benefits payable by the Company that accrue at or prior to the Closing to directors, officers or employees of the Company as a result of the consummation of the transactions contemplated by this Agreement; provided that the foregoing shall not include fees and expenses incurred by the Company at or after the Closing on behalf of Purchaser or as otherwise specifically agreed to in writing between Purchaser and Seller.

"Transition Services Agreement" means the transition services agreement to be entered into by and between Seller and Purchaser, substantially in the form attached hereto as Exhibit C.

"Venue Agreement" means that certain agreement, dated as of the date hereof, among the Company and EnergySolutions and certain of its Affiliates providing for the mandatory selection of venue in the Western District of Texas or ▇▇▇▇▇▇▇ County, Texas for the matters set forth therein.

ARTICLE 2
PURCHASE AND SALE OF SHARES

dispute, then each Party shall be entitled to take their own positions with respect to the Allocation on any Tax Returns and in any Actions with a Taxing Authority.  Alternatively, if the Parties agree on a final Allocation, then the Parties shall file all Tax Returns consistently with the Allocation unless otherwise required by Applicable Law, and in the event of any subsequent adjustment to the Aggregate Consideration, the Parties shall work in good faith to agree to corresponding updates to the Allocation, taking into account the nature of the circumstances that gave rise to the adjustment; provided, however, that nothing herein shall prevent Purchaser, Seller or any of their Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation.  The Parties agree that the fair market value of the Series A Preferred Stock for purposes of this Section 2.04 shall be twenty million dollars ($20,000,000.00).

Except as disclosed in Seller Disclosure Schedules and subject to Section 6.09, Seller hereby represents and warrants to Purchaser as follows:

Except as disclosed in Seller Disclosure Schedules and subject to Section 6.09, Seller represents and warrants to Purchaser follows:

(i)

Contracts involving aggregate payments made from January 1, 2015 through September 30, 2015 of more than $500,000, or for which the Company is obligated to pay or entitled to receive more than $500,000 in any subsequent twelve (12) month period (A) for the purchase by the Company of (or that grant a right or option to the Company to purchase) any asset, equipment or property or provision of any service or (B) for the sale by the Company of (or that grant a right or option to any Third Party to purchase from the Company) any asset, equipment or property;

(ii)

Contracts between the Company and any customer for the provision of services by the Company involving aggregate payments made from January 1, 2015 through September 30, 2015 of more than $500,000, or for which the Company is obligated to pay or entitled to receive more than $500,000 in any subsequent twelve (12) month period;

(iii)

Contracts under which the Company has created, incurred, assumed or guaranteed any outstanding Debt Obligations, or under which the Company has imposed or permitted to exist a Lien on any of its Properties;

(iv)	outstanding futures, swap, collar, put, call, floor, cap, option or other similar Contracts that are intended to benefit from or reduce or eliminate the risk of any fluctuations in interest rates, foreign exchange rates or the price of commodities;

(v)	Contracts that (i) expressly limit the freedom of the Company to compete in any line of business or conduct business in any geographic area or (ii) grant to another Person exclusive rights with respect to the sale of any goods or services or the operation of business in any territory;

(vi)	partnership, joint venture or limited liability company agreements;

(vii)

Contracts that require, subsequent to the date of this Agreement, aggregate capital expenditures in excess of $500,000 annually per Contract;

(viii)

Government Contracts (x) involving annual payments to the Company during 2014, or expected payments to the Company in any subsequent calendar year, which exceed $2,000,000 per contract; or (y) (for subcontracts with another entity under a prime Contract held by the Company) that are also Material Contracts by virtue of Section 4.11(a)(i); provided, that in each case individual task orders are not listed separately;

(ix)	Contracts that relate to the acquisition by the Company of any of the capital stock or substantial portion of the assets of another Person;

(x)	Contracts which provide for the sale or lease after the date of this Agreement of a material amount of the assets of the Company (other than Contracts entered into in the ordinary course of business);

(xi)	other than with respect to the Organizational Documents of the Company, Contracts providing for the indemnification by the Company of any current or former director, officer or employee of the Company;

(xii)

Contracts that contain a "most favored nation" or "most favored customer" pricing or other similar provision in favor of a third party; or

(xiii)

Contracts under which the Company has agreed to share any Tax liability with any Person.

Except as disclosed in the Purchaser Disclosure Schedules, Purchaser hereby represents and warrants to Seller as follows:

Purchaser or EnergySolutions to issue or sell any Equity Securities, (ii) statutory preemptive rights or preemptive rights granted under the Organizational Documents of Purchaser or EnergySolutions, or (iii) stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale, transfer or voting of the Equity Securities of Purchaser or EnergySolutions.  Except as set forth on Schedule 5.08(b), there are no outstanding or authorized appreciation interest, phantom interest, profit participation, or similar rights with respect to Purchaser or EnergySolutions.  There are no Contracts under which Purchaser is obligated to repurchase, redeem, retire or otherwise acquire any of its Equity Securities.  Purchaser has no outstanding Debt Obligations pursuant to which the holders thereof have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the holders of its Series A Preferred Stock on matters on which the holders of Series A Preferred Stock are entitled to vote.

ARTICLE 6
COVENANTS OF THE PARTIES

(i)	conduct its business in the ordinary course consistent with past practices or current business initiatives or undertakings and use commercially reasonable efforts to conduct its business in compliance in all material respects with all Applicable Laws;

(ii)	use commercially reasonable efforts to preserve its business relationships, property and assets (including all Material Permits and Material Environmental Permits);

(iii)

use commercially reasonable efforts to keep available the services of its employees (subject to hiring and terminations in the ordinary course of business consistent with past practice);

(iv)	maintain its books and records in the ordinary course of business consistent with past practice;

(v)	promptly notify Purchaser in writing upon the commencement or threat in writing of any Action against the Company; and

(vi)

pay, discharge and satisfy all accounts payable and Taxes, in each case in the ordinary course of business consistent with past practice and as such accounts payable and Taxes become due and payable, or in accordance with their terms unless subject to good faith disputes over whether payment or performance is owing.

(i)	adopt or propose any change in its Organizational Documents;

(ii)	adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(iii)

issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Equity Securities in the Company, as applicable;

(iv)	(A) split, combine, subdivide or reclassify its outstanding Equity Securities; or (B) declare, set aside or pay any dividend or other distribution payable in cash, Equity Securities or other property in respect of its Equity Securities;

(v)	make or commit to make any capital expenditure other than expenditures less than $1,000,000 in the aggregate;

(vi)

other than annual increases in base salary and annual bonus payments not to exceed $750,000 in the aggregate, (A) increase the compensation or benefits payable by the Company to any Participant other than (I) pursuant to any Benefit Plan or Benefit Agreement, or (II) if reasonably intended to comply with Applicable Law, including Section 409A of the Code; (B) adopt, establish, enter into, amend, modify or terminate any Benefit Plan or collective bargaining agreement; (C) grant any severance (except in the ordinary course consistent with past practice), change of control, retention, termination or similar compensation or benefits to any Participant; (D) enter into any trust, annuity or insurance Contract or take any action to fund or otherwise secure the payment of any compensation or benefit for any Participant or (E) take any action to accelerate the time of vesting or payment of any compensation or benefit for any Participant;

(vii)

acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a material portion of the assets of, any other business or Person or division thereof (other than any purchase of assets in the ordinary course of business) or create any subsidiary;

(viii)

sell, lease, encumber (including by the grant of any Lien thereon (other than Permitted Liens)) or otherwise dispose of any material tangible or intangible assets or property, except pursuant to existing Contracts made available to Purchaser prior to the date hereof or in the ordinary course of business consistent with past practice;

(ix)

(A) incur or assume any Debt Obligations having a value in excess of $500,000, other than under the Intercompany Revolving Credit Facility, (B) other than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments in, any other Person; or (C) other than in the ordinary course of business consistent with past practice, cancel, release or assign any Liabilities or Debt Obligations payable to the Company having a value in excess of $500,000;

(x)	mortgage, pledge or grant any Lien (other than Permitted Liens) on any of its assets;

(xi)	change in any material respects any method of accounting or accounting practice or policy used by it except any change required by reason of a change in GAAP or Applicable Law;

(xii)

change any cash management policies in any material respect or otherwise materially delay payment of accounts payable beyond their due date or the date when such accounts payable would have been paid in the ordinary course of business consistent with past practice;

(xiii)

change its practices and procedures in any material respect to materially accelerate the collection of any accounts receivable;

(xiv)

take action to cause any current Insurance Policies to be canceled or terminated or any of the coverages thereunder to lapse, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated or lapsed are in full force and effect until the Closing;

(xv)

(A) institute any Action, including in respect of any former or current employee, customer, supplier, licensor, licensee or contractor, except in the ordinary course of business consistent with past practice; or (B) settle or agree to settle any Action, including in respect of any former or current employee, customer, supplier, licensor, licensee or contractor, other than settlements that only involve the payment of monetary relief of less than $500,000 prior to the Closing and no ongoing material monetary or other material obligations of the Company;

(xvi)

settle or compromise any material liability for Taxes, amend any material Tax Return, file any material Tax Return in a manner inconsistent with past practice or adopt or change in any material respect any method of accounting for Tax purposes, file or change any Tax election, make any voluntary Tax disclosure, or enter into any closing agreement with respect to any material Tax, in each case, that could adversely affect Purchaser or the Company with respect to taxable periods (or portions thereof) beginning on or after the Closing Date, except as required by Applicable Law;

(xvii)

pay to any Affiliate any amount other than payments made in the ordinary course of business consistent with past practice in connection with the affiliate transactions described on Schedule 4.20, subject to clause (xix) below, or any reimbursement of third-party expenses of the Company paid on behalf of the Company (other than Transaction Expenses);

(xviii)

take any action that would reasonably be expected to prevent, delay or impede the consummation of the transactions contemplated hereby in violation of Section 6.02;

(xix)

repay amounts owed under the Intercompany Revolving Credit Facility if it would cause the amount owed under the Intercompany Revolving Credit Facility to be less than $15.8 million; or

(xx)	enter into any Contract to do any of the foregoing.

(i)	conduct its business in the ordinary course consistent with past practices or current business initiatives or undertakings and use commercially reasonable efforts to conduct its business in compliance in all material respects with all Applicable Laws; and

(ii)

promptly notify Seller in writing upon the commencement or threat in writing of any Action against Purchaser or EnergySolutions or any of its subsidiaries, in each case, that (A) relates to this Agreement or the transactions contemplated hereby or (B) is otherwise material to Purchaser or EnergySolutions.

(i)	adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(ii)	issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Equity Securities in EnergySolutions or its subsidiaries; or

(iii)

change in any material respect any method of accounting or accounting policy used by it except any change required by reason of a change in GAAP or Applicable Law.

(i)

Promptly after the date of this Agreement, the Company shall notify ▇▇▇▇▇▇▇ County of its exercise, subject to the occurrence of the Closing, of the Reconveyance Option (as defined in and pursuant to Section 10.2 of the ▇▇▇▇▇▇▇ County Lease).  At or prior to Closing, Purchaser shall irrevocably deposit with the Title Company (as defined in the ▇▇▇▇▇▇▇ County Lease) the Reconveyance Amount (as defined in the ▇▇▇▇▇▇▇ County Lease). In connection with the exercise of the Reconveyance Option, the Parties shall cooperate and take all commercially reasonable actions, in collaboration with ▇▇▇▇▇▇▇ County, necessary to complete (A) the termination of the ▇▇▇▇▇▇▇ County Lease on the Option Reconveyance Date (as defined in the ▇▇▇▇▇▇▇ County Lease), including the termination of all of the covenants contained in the ▇▇▇▇▇▇▇ County Lease, the Guaranty, the ACH Pledge Agreement and the Contran Pledge Agreement, (B) the reconveyance of the Leased Assets (as defined in the ▇▇▇▇▇▇▇ County Lease) by ▇▇▇▇▇▇▇ County to the Company pursuant to the Reconveyance Documents (as defined in the ▇▇▇▇▇▇▇ County Lease), (C) the release by Andrews County of all ▇▇▇▇▇▇▇ County Support Obligations and all other Liens existing under the ▇▇▇▇▇▇▇ County Lease Obligations, (D) the return to the applicable pledging parties of any collateral pledged pursuant to the ▇▇▇▇▇▇▇ County Support Obligations (including the collateral pledged under the ACH Pledge Agreement (as defined in the ▇▇▇▇▇▇▇ County Lease), the Contran Pledge Agreement (as defined in the ▇▇▇▇▇▇▇ County Lease) and the membership interest certificate representing the Subject Securities, in each case, duly endorsed in blank or accompanied by duly executed assignment documents, (E) the delivery by ▇▇▇▇▇▇▇ County of the Reconveyance Documents (as defined in the ▇▇▇▇▇▇▇ County Lease) and (F) the return by ▇▇▇▇▇▇▇ County to the Company of the Prepaid Rent Deposit (as defined in the ▇▇▇▇▇▇▇ County Lease), all effective as of the Closing.  Seller shall use the collateral received by it in connection with the release of the ACH Pledge Agreement (as defined in the ▇▇▇▇▇▇▇ County Lease) to fulfill its obligation to deliver the Subject Securities to Purchaser at the Closing pursuant to Section 2.01(a). The steps and results specified in the four immediately preceding sentences (which, other than clause (F), shall be conditions to the obligations of Seller and Purchaser to consummate the Closing of the transactions contemplated by this Agreement as provided in Sections 7.05 and 8.08) are collectively referred to herein as the "▇▇▇▇▇▇▇ County Lease Termination Steps".

(ii)

Each Party shall prepare, as soon as is practical following the execution of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required to be filed by such Party under the HSR Act or any other Applicable Laws.  Each Party shall submit such filings as soon as practicable, but in no event later than ten (10) Business Days (subject to extension by mutual agreement) after the execution of this Agreement.  The Parties shall promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings and shall cooperate in the preparation of such filings as is reasonably necessary and appropriate.  Subject to the remaining provisions of this Section 6.03(b)(i), each Party shall have the right to review in advance all information related to Seller, the Company or Purchaser, as applicable, and the transactions contemplated by this Agreement with respect to any filing made by the other Party in connection with the transactions contemplated by this Agreement.  Notwithstanding anything to the contrary contained herein, for any information exchanged under this Section 6.03, it is understood that the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Section 6.03 or any subsection thereof as "outside counsel only".  Subject to the mutual agreement of the Parties concerning such procedures as shall be necessary to protect the confidential nature of any such information, such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; provided that materials provided pursuant to this Section 6.03 or any subsection thereof may, to the extent permitted by law or Governmental Authority, be redacted (A) to remove references concerning the valuation of the transactions contemplated hereby, (B) as necessary to comply with contractual arrangements with third parties and (C) as necessary to address reasonable privilege concerns. The parties hereto agree to take information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.03 in a manner so as to preserve the applicable privilege.

(iii)

Each Party shall use its reasonable best efforts to (A) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party under applicable Antitrust Laws; (B) keep the other Party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party under applicable Antitrust Laws, in each case regarding any of the transactions contemplated hereby; and (C) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority or, in connection with any proceeding by a private party under applicable Antitrust Laws, with any other Person, and to the extent permitted by the Federal Trade Commission, the Antitrust Division of the Department of Justice or such other applicable Governmental Authority or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law.

(iv)

Purchaser (x) shall cooperate in good faith with all Governmental Authorities, (y) shall not take any action that could reasonably be expected to adversely affect the approval of any Governmental Authority of any of the aforementioned filings, and (z) shall undertake promptly any and all action within its control required to complete lawfully the transactions contemplated by this Agreement prior to the Termination Date, including without limitation, taking any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade, the creation or strengthening of a dominant position or the significant impediment of effective competition or similar effects (collectively "Antitrust Laws") to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Authority, in each case, to cause the transactions contemplated by this Agreement prior to the Termination Date, including (A) compliance with any request by any Governmental Authority for information during or after the initial HSR Act waiting period and taking any and all actions necessary to contest and defend against any administrative or judicial action brought by the Department of Justice, the Federal Trade Commission, or any other Governmental Authority that threatens to prevent, prohibit, or delay the consummation of the transaction contemplated by this Agreement, and (B) proffering and consenting to an Order providing for the sale or other disposition, or the holding separate, of assets, businesses or interests of the Company or of Purchaser or any of its subsidiaries in order to remedy any concerns that any Governmental Authority may have, or proffering and consenting to any other restriction, prohibition or limitation on any assets, businesses or interests of the Company or of Purchaser or any of Purchaser's subsidiaries in order to remedy any such concerns, except, in each case, as would be reasonably likely to result in a Burdensome Condition.  As used herein, "Burdensome Condition" means a requirement to divest, in whole or in part, any of the following: Purchaser's (or its subsidiaries') landfill infrastructure in Clive, Utah or Barnwell, SC, or the Company's landfill infrastructure in ▇▇▇▇▇▇▇ County, Texas.  Seller (x) shall cooperate in good faith with all Governmental Authorities, (y) shall not take any action that could reasonably be expected to adversely affect the approval of any Governmental Authority of any of the aforementioned filings, and (z) shall undertake promptly any and all action within its control required to complete lawfully the transactions contemplated by this Agreement prior to the Termination Date, including (A) taking any commercially reasonable actions necessary to obtain any consents, clearances or approvals required under or in connection with the Antitrust Actions to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Authority, in each case, to cause the transactions contemplated by this Agreement prior to the Termination Date and (B) cooperating in good faith with Purchaser's performance of its obligations under this Section 6.03(b)(iii).  The entry by any Governmental Authority in any legal proceeding of an Order permitting the consummation of the transactions contemplated by this Agreement, but which is subject to certain conditions or requires Purchaser or its subsidiaries to take any action, including any restructuring of the assets, businesses or interests of the Company or of Purchaser or its subsidiaries (other than any Burdensome Conditions) shall not be deemed a failure to satisfy the conditions specified in Section 7.02, Section 7.04, Section 7.05, Section 8.02, Section 8.04, or Section 8.05.

(i)	furnishing a letter of credit to replace each Closing Date Support Obligation, on terms and conditions that are mutually agreeable to Purchaser and the applicable beneficiary; or

(ii)	posting of cash or a surety or performance bond to replace each Closing Date Support Obligation, on terms and conditions that are mutually agreeable to Purchaser and the applicable beneficiary; and in the case of (i) or (ii) also

(iii)

causing the beneficiary or beneficiaries of the Closing Date Support Obligations to terminate and redeliver to Seller or its Non-Company Affiliates each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Closing Date Support Obligations or any collateral pledged as security in respect of any such Closing Date Support Obligation.

(i)	from and after the Closing, Purchaser shall use commercially reasonable efforts to obtain promptly a Support Obligation Release of each Continuing Support Obligation;

(ii)

Purchaser shall indemnify and hold harmless Seller and each Non-Company Affiliate for any Liabilities incurred or suffered by Seller or any Non-Company Affiliate in connection with each Continuing Support Obligation that relates to any action or inaction by the Company (or its Affiliates, Representatives, subcontractors, or agents) after the Closing;

(iii)

Purchaser shall not and shall cause the Company not to, effect any amendments or modifications or any other changes to the Contracts, Permits or obligations to which any of the Continuing Support Obligations relate, or to otherwise take any action, in each case that increases, extends or accelerates the liability of Seller or the Non-Company Affiliates under any Continuing Support Obligation;

(iv)

from and after the Closing, to the extent any increase in any  Continuing Support Obligation is required pursuant to any Contract, Permit or obligation to which any of the Continuing Support Obligations relate, or any new credit support obligation is required by any Contract, Permit or obligation of the Company, Purchaser shall satisfy any and all such increases and new credit support obligations, and Seller shall have no obligations with respect thereto; and

(v)

On the last Business Day of each one (1) month period following the Closing Date until such time as no Continuing Support Obligations remain outstanding and a Support Obligation Release has been obtained in respect of each Continuing Support Obligation, Purchaser shall pay Seller or its designee a fee in respect of each Continuing Support Obligation, with such fee determined as follows:  on the last Business Day of the first one (1) month period following the Closing Date, the fee shall be calculated at a rate of one and seven-eighths percent (1.875%) (on a per annum basis) on the aggregate dollar amount of each Continuing Support Obligation outstanding as of such date, and the rate of such fee shall increase by an additional one and one-quarter percent (1.25%) (on a per annum basis) on the last Business Day of each subsequent one (1) month period after such initial one (1) month period after the Closing Date with respect to any such Continuing Support Obligation that remains outstanding up to a maximum rate of nine percent (9%) on a per annum basis; provided, however, that if the rate for calculating any fee payable under this Section 6.07(c)(v) would exceed the highest rate permitted under Applicable Law, then the rate shall be automatically reduced to the maximum lawful rate.

ARTICLE 7
CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligation of Purchaser to consummate the Closing is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):

ARTICLE 8
CONDITIONS TO OBLIGATIONS OF SELLER

The obligation of Seller to consummate the Closing is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in their sole discretion):

ARTICLE 9
SURVIVAL; INDEMNIFICATION

(i)

with respect to any claim for indemnification pursuant to Section 9.02(a)(i), only if the aggregate Indemnifiable Losses to all Indemnified Purchaser Entities with respect to all such claims exceeds four million five hundred fifty thousand dollars ($4,550,000) (the "Deductible"), whereupon Seller shall be obligated to pay in full all such Indemnifiable Losses in excess of the amount of the Deductible; provided, however, that if Indemnifiable Losses in respect of any claim for indemnification pursuant to Section 9.02(a)(i) arising out of a specific breach do not exceed $50,000, then such amounts shall not be entitled to indemnification hereunder and shall not be included for purposes of determining whether the Deductible has been exceeded; provided, further, that the limitations set forth in this Section 9.02(b)(i) shall not apply to any indemnification obligations of Seller arising under Section 9.02(a)(i) related to the Seller Specified Representations or the representations and warranties contained in Section 4.06; and

(ii)	only if such claims are made on or before the expiration of the survival period set forth in Section 9.01 for the applicable representation, warranty, covenant or agreement.

retention of counsel shall be subject to the written consent of the Indemnified Entity, which consent shall not be unreasonably withheld, conditioned or delayed), (ii) the Third Party Claim does not seek injunctive relief against an Indemnified Entity, and (iii) the Indemnifying Entity does not fail to conduct the defense of the Third Party Claim.  If the Indemnifying Entity assumes the defense of any such claim or litigation arising therefrom, the Indemnified Entity shall reasonably cooperate in the defense or prosecution thereof.  Such cooperation shall include the retention and (upon the Indemnifying Entity's request) the provision to the Indemnifying Entity of records and information that are reasonably requested by the Indemnifying Entity or that are reasonably relevant to such claim or litigation, and making employees available on a mutually convenient basis during normal business hours to provide reasonable additional information and explanation of any material provided hereunder.  If the Indemnifying Entity assumes the defense of such claim or litigation, the Indemnified Entity may participate in such defense at the Indemnified Entity's expense, which shall include counsel of its choice.  If the Indemnifying Entity assumes the defense of such a Third Party Claim, the Indemnifying Entity shall be entitled to negotiate a settlement or compromise of such action or claim; provided, however, that (x) such settlement or compromise shall only involve the payment of monetary damages by the Indemnifying Entity and shall include a full and unconditional waiver and release by the Third Party of all Indemnified Entities, (y) any such settlement or compromise that does not satisfy the requirements of clause (x) shall be permitted only with the written consent of the Indemnified Entity, which consent shall not be unreasonably withheld, conditioned or delayed, and (z) if the Indemnifying Entity does not acknowledge the obligation to indemnify the Indemnified Entity with respect to such settlement, then such settlement shall be permitted only with the written consent of the Indemnified Entity, which consent shall not be unreasonably withheld, conditioned or delayed.  If, within thirty (30) days of receipt from an Indemnified Entity of any Claim Notice with respect to a Third Party action or claim, the Indemnifying Entity (i) advises such Indemnified Entity in writing that the Indemnifying Entity shall not elect to defend, settle or compromise such action or claim, (ii) is not entitled to assume and Control the defense of such action or claims or (iii) fails to make such an election in writing, such Indemnified Entity may, at its option, defend, settle or otherwise compromise or pay such action or claim; provided, however, that any such settlement or compromise shall be permitted only with the written consent of the Indemnifying Entity, which consent shall not be unreasonably withheld, conditioned or delayed.  Unless and until the Indemnifying Entity makes an election in accordance with this Section 9.04(b) to defend, settle or compromise such action or claim, all of the Indemnified Entity's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Indemnifiable Losses subject to indemnification under this ARTICLE 9 and, if applicable, to the extent such expenses exceed the Deductible or in the event the Deductible has been satisfied, shall be borne by the Indemnifying Entity and payable monthly or as legal bills are received by the Indemnified Entity and tendered to the Indemnifying Entity.  Each Indemnified Entity shall make available to the Indemnifying Entity all information reasonably available to such Indemnified Entity relating to such action or claim, except as may be prohibited by Applicable Law.  In addition, the Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim.  The Party in charge of the defense shall keep the other Parties fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.  In the event the Indemnifying Entity assumes the defense of (or otherwise elects to negotiate or settle or compromise) any action or claim as described above, the Indemnified Entity shall reimburse the Indemnifying Entity for all costs and expenses incurred by the Indemnifying Entity in connection with such defense (or negotiation, settlement or compromise) to the extent, if applicable, that such costs and expenses do not exceed the amount of the remaining Deductible; provided, however, that such costs and expenses shall be included in the calculation of the Deductible.

ARTICLE 10
RESTRICTIVE COVENANTS

ARTICLE 11
TAX MATTERS

and expenses attributable to the obtaining and receipt of such refund or credit.  Notwithstanding anything in this Section 11.06 to the contrary, no such refund or credit shall be for the account of Seller to the extent such amount arises as the result of a carryback of a loss, credit or other Tax benefit or attributable from a taxable period (or portion thereof) beginning after the Closing Date.  To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, Seller agrees promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to Purchaser.

ARTICLE 12
TERMINATION

(i)

if the Closing has not occurred on or before June 30, 2016 (the "Termination Date") and the failure of the Closing to occur is not caused by a breach of this Agreement by the Party seeking to terminate this Agreement pursuant to this Section 12.01(b)(i); provided, however, that, if all of the conditions to Closing have been satisfied (or shall be then capable of being satisfied) other than the conditions set forth in (x) Section 7.06 and Section 8.05 or (y) Section 7.05 or Section 8.08, then, for so long as such conditions to Closing remain satisfied, the Termination Date shall automatically be extended for no more than three (3) successive thirty (30) day periods;

(ii)

if any court of competent jurisdiction in the United States or other Governmental Authority shall have issued a final Order or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Order or other action is or shall have become final and nonappealable; provided, however, that the Party seeking to terminate this Agreement pursuant to this Section 12.01(b)(ii) shall have used commercially reasonable efforts to prevent the entry of and to remove such Order or final action; or

(iii)

if after the date of this Agreement and prior to the Closing any increases to the Support Obligations are required pursuant to any Contract, Permit or obligation to which any of the Continuing Support Obligations relate that exceed 10% in the aggregate;

being understood that in no event shall Purchaser be required to pay the Termination Fee on more than one occasion. Notwithstanding anything contained herein to the contrary, subject to the terms set forth herein and in the Purchaser Guaranty and the Equity Commitment Letter, (i) Seller shall have all rights and remedies existing at law or in equity and shall have the right to pursue all legal and equitable remedies that may be available to Seller against Purchaser to receive specific performance of the terms of this Agreement, including upon a Purchaser Failure to Close and (ii) in the event there is a Purchaser Failure to Close and Seller demands and receives the Termination Fee from Purchaser (or the Purchaser Guarantor pursuant to the Purchaser Guarantee), the payment of the Termination Fee shall be the sole remedy of Seller and its Affiliates against any member of the Purchaser Group for, and no member of the Purchaser Group shall have, any liability or obligation for, and Seller and its Affiliates shall not otherwise make any Claim for, any matter under, relating to or arising out of, the transactions contemplated pursuant to this Agreement, the Purchaser Guarantee, the Equity Commitment Letter or any other Contract, document or agreement delivered pursuant to this Agreement, whether based on contract, tort, strict liability, other Applicable Laws or otherwise, or any Claim, based on, in respect of, or by reason of any of the foregoing.  For the avoidance of doubt, if Seller pursues specific performance of the terms of this Agreement, it shall not be deemed to waive its right to demand payment of the Termination Fee at any time thereafter; provided, that Seller shall not demand payment of the Termination Fee if an order of specific performance to consummate the Closing pursuant to the terms of this Agreement has been granted, and Seller shall not pursue specific performance of the terms of this Agreement after it has demanded and received the Termination Fee.

if to Seller:

▇▇▇▇▇▇▇ County Holdings, Inc.

▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn: President

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to (which shall not constitute notice):

▇▇▇▇▇ ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

if to Purchaser:

Rockwell Holdco, Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to (which shall not constitute notice):

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

and

EnergySolutions, Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

(i)	any objection that it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or any related matter in any Delaware state or federal court; and

(ii)	the defense of an inconvenient forum to the maintenance of such Action in any such court.

related to such dispute, or may be handling ongoing matters for the Company.  Purchaser and the Company each further agree that any and all documents in ▇▇▇▇▇ ▇▇▇▇▇' files relating to this Agreement, the transactions contemplated hereby, any offers or indications of interest relating to the Company or its assets or otherwise relating legal services provided in connection with such matters for periods prior to the Closing shall be the property of and shall be retained by ▇▇▇▇▇ ▇▇▇▇▇ and shall not be delivered or required to be delivered to Purchaser or the Company.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each Party as of the date first above written.

ROCKWELL HOLDCO, INC.

Name:  ▇▇▇▇ ▇▇▇▇

Title:    Chief Financial Officer

▇▇▇▇▇▇ COUNTY HOLDINGS, INC.

Name:  ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇

Title:    Executive Vice President and

              Chief Financial Officer