SECOND LIEN CREDIT AGREEMENT Dated as of June 26, 2007 among ENERGYSOLUTIONS, LLC as Borrower, ENV HOLDINGS LLC as Guarantor, THE LENDERS FROM TIME TO TIME PARTY HERETO, CITIGROUP GLOBAL MARKETS INC. as Sole Lead Arranger and Sole Bookrunner, CITICORP...

Exhibit 10.9

$200,000,000

SECOND LIEN CREDIT AGREEMENT

Dated as of June 26, 2007

among

ENERGYSOLUTIONS, LLC

as Borrower,

ENV HOLDINGS LLC

as Guarantor,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

CITIGROUP GLOBAL MARKETS INC.

as Sole Lead Arranger and Sole Bookrunner,

CITICORP NORTH AMERICA, INC.

as Administrative Agent and Collateral Agent

and

CITICORP NORTH AMERICA, INC.

as Syndication Agent

▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Table of Contents


		Page
ARTICLE 1.

Definitions

Section 1.1	Defined Terms.	1
Section 1.2	Defined Agreements as Modified.	24
Section 1.3	Computation of Time Periods; Other Definitional Provisions.	25
Section 1.4	Accounting Terms.	25
Section 1.5	Pro Forma Calculations.	25

ARTICLE 2.

Term Loans

Section 2.1	The Term Loans.	25
Section 2.2	Manner of Borrowing and Disbursement.	25
Section 2.3	Interest.	27
Section 2.4	Repayment.	28
Section 2.5	Fees Payable Under the Fee Letter.	28
Section 2.6	Optional Prepayments and Application of Prepayments.	28
Section 2.7	Mandatory Prepayments.	29
Section 2.8	Evidence of Debt.	30
Section 2.9	Manner of Payment.	31
Section 2.10	Reimbursement.	33
Section 2.11	Pro Rata Treatment.	33
Section 2.12	Capital Adequacy.	34
Section 2.13	Taxes.	34
Section 2.14	Increase in Commitments	37
Section 2.15	Termination of Commitments	38

ARTICLE 3.

Conditions Precedent

Section 3.1	Conditions Precedent to Initial Loans.	38
Section 3.2	Conditions Precedent to Each Loan.	41

ARTICLE 4.

Representations and Warranties

Section 4.1	Representations and Warranties.	42
Section 4.2	Survival of Representations and Warranties, Etc.	50

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		Page
ARTICLE 5.

General Covenants

Section 5.1	Preservation of Existence and Similar Matters.	50
Section 5.2	Business; Compliance with Applicable Law.	51
Section 5.3	Maintenance of Properties.	51
Section 5.4	Accounting Methods and Financial Records.	51
Section 5.5	Insurance.	51
Section 5.6	Payment of Taxes and Claims.	52
Section 5.7	Visits and Inspections.	52
Section 5.8	Payment of Indebtedness; Loans.	53
Section 5.9	Use of Proceeds.	53
Section 5.10	Real Estate.	53
Section 5.11	Indemnity.	53
Section 5.12	Interest Rate Hedging.	54
Section 5.13	Covenants Regarding Formation of Subsidiaries and the Making of Acquisitions	55
Section 5.14	Maintenance of Rating.	56
Section 5.15	Environmental Compliance.	56
Section 5.16	Required Consents and Transfer of Licenses in Event of Default.	57
Section 5.17	Subordination of Intercompany Loans.	58
Section 5.18	IPO Reorganization.	58
Section 5.19	[Reserved].	58
Section 5.20	Post-Closing Collateral Matters.	58

ARTICLE 6.

Information Covenants

Section 6.1	Quarterly and Interim Financial Statements and Information.	59
Section 6.2	Annual Financial Statements and Information.	59
Section 6.3	Performance Certificates.	59
Section 6.4	Copies of Other Reports.	60
Section 6.5	Notice of Litigation and Other Matters.	60

ARTICLE 7.

Negative Covenants

Section 7.1	Indebtedness of Holdco, EnergySolutions and Its Subsidiaries.	61
Section 7.2	Limitation on Liens.	64
Section 7.3	Amendment and Waiver.	64
Section 7.4	Liquidation, Merger, Disposition of Assets.	64
Section 7.5	Limitation on Guaranties.	65
Section 7.6	Investments and Acquisitions.	65
Section 7.7	Financial Covenants.	67
Section 7.8	Affiliate Transactions and Restricted Payments.	68
Section 7.9	Real Estate.	69
Section 7.10	ERISA Liabilities.	69

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		Page
Section 7.11	Limitation on Preferred Stock.	69
Section 7.12	Negative Pledge.	69
Section 7.13	Payment Restrictions Affecting Subsidiaries.	70
Section 7.14	Speculative Transactions.	70
Section 7.15	Name, Jurisdiction of Organization and Business.	70
Section 7.16	[Reserved].	70
Section 7.17	Permitted Activities of Holdings and Parent	70

ARTICLE 8.

Default

Section 8.1	Events of Default.	71
Section 8.2	Remedies.	73
Section 8.3	Payments Subsequent to Declaration of Event of Default.	74
Section 8.4	Certain Cure Rights.	74

ARTICLE 9.

The Agents

Section 9.1	Appointment and Authorization.	75
Section 9.2	Interest Holders.	75
Section 9.3	Consultation with Counsel.	76
Section 9.4	Documents.	76
Section 9.5	CNAI and Affiliates.	76
Section 9.6	Responsibility of the Administrative Agent and the Collateral Agent.	76
Section 9.7	Collateral and Guaranty Matters.	77
Section 9.8	Action by the Administrative Agent and the Collateral Agent.	77
Section 9.9	Notice of Default or Event of Default.	78
Section 9.10	Responsibility Disclaimed.	78
Section 9.11	Indemnification.	79
Section 9.12	Credit Decision.	79
Section 9.13	Successor Agents.	80
Section 9.14	Delegation of Duties.	81
Section 9.15	Additional Agents.	81
Section 9.16	Administrative Agent May File Proofs of Claim.	81
Section 9.17	Intercreditor Agreement.	82

ARTICLE 10.

Change in Circumstances Affecting Fixed Rate Loans

Section 10.1	Eurodollar Basis Determination Inadequate or Unfair.	82
Section 10.2	Illegality.	82
Section 10.3	Increased Costs.	83
Section 10.4	Effect on Other Loans.	84

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		Page
ARTICLE 11.

Miscellaneous

Section 11.1	Notices.	85
Section 11.2	Costs and Expenses.	86
Section 11.3	Waivers.	87
Section 11.4	Set-Off.	87
Section 11.5	Binding Effect and Assignment.	88
Section 11.6	Accounting Principles.	90
Section 11.7	Counterparts.	90
Section 11.8	Governing Law and Jurisdiction.	90
Section 11.9	Severability.	91
Section 11.10	Interest.	91
Section 11.11	Table of Contents and Headings.	91
Section 11.12	Amendment and Waiver.	92
Section 11.13	Entire Agreement.	93
Section 11.14	Other Relationships.	93
Section 11.15	Directly or Indirectly.	93
Section 11.16	Reliance on and Survival of Various Provisions.	93
Section 11.17	Senior Debt.	93
Section 11.18	Obligations Several.	93
Section 11.19	Confidentiality.	94
Section 11.20	Patriot Act Notice.	94
Section 11.21	Performance.	94
Section 11.22	The Platform.	94
Section 11.23	Holdco Release.	96

ARTICLE 12.

Waiver of Jury Trial

Section 12.1	Waiver of Jury Trial.	96

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EXHIBITS


Exhibit A	-	Form of EnergySolutions/Subsidiary Pledge Agreement
Exhibit B	-	[Reserved]
Exhibit C	-	Form of Performance Certificate
Exhibit D	-	Form of Request for Loan
Exhibit E	-	Form of EnergySolutions Security Agreement
Exhibit F	-	[Reserved]
Exhibit G	-	Form of Guaranty
Exhibit H	-	Form of Holdco Pledge Agreement
Exhibit I	-	Form of Holdco/Subsidiary Security Agreement
Exhibit J	-	Form of Term Note
Exhibit K	-	Form of EnergySolutions Loan Certificate
Exhibit L	-	Form of Subsidiary Loan Certificate (Corporation)
Exhibit M	-	Form of Subsidiary Loan Certificate (Partnership)
Exhibit N	-	Form of Subsidiary Loan Certificate (Limited Liability Company)
Exhibit O	-	Form of Assignment and Acceptance
Exhibit P	-	Form of Subordination Agreement
Exhibit Q	-	Form of Perfection Certificate
Exhibit R	-	[Reserved]
Exhibit S	-	Form of Intercreditor Agreement

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SCHEDULES


Schedule 1-A	-	Acquired Business Indebtedness
Schedule 1	-	Subsidiaries and Investments of EnergySolutions
Schedule 2	-	Licenses
Schedule 3	-	Liens of Record as of the Agreement Date
Schedule 4	-	Term Loan Commitments of the Term Lenders and Such Lenders’ Addresses for Notice
Schedule 5	-	Members of Holdco as of the Agreement Date
Schedule 6	-	Consents, Applicable Law, Conflicts and Liens
Schedule 7	-	Issues Pertaining to Necessary Authorizations and Licenses
Schedule 8	-	Litigation
Schedule 9	-	Liabilities
Schedule 10	-	Agreements with Affiliates, Management Agreements
Schedule 11	-	Real Estate
Schedule 12	-	[Reserved]
Schedule 13	-	Employee Relations, Collective Bargaining Agreements, Labor Unions
Schedule 14	-	Existing Indebtedness
Schedule 15	-	[Reserved]
Schedule 16	-	Taxes
Schedule 17	-	Existing Investments
Schedule 18	-	[Reserved]

-vi-

SECOND LIEN CREDIT AGREEMENT

This SECOND LIEN CREDIT AGREEMENT, dated as of June 26, 2007, is made by and among ENERGYSOLUTIONS, LLC, a Utah limited liability company (“EnergySolutions”), ENV HOLDINGS LLC (“Holdco”), the Lenders party hereto from time to time, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead arranger (the “Arranger”), and CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent (the “Administrative Agent”), as collateral agent (the “Collateral Agent”), and as syndication agent (the “Syndication Agent”).

WITNESSETH:

WHEREAS, EnergySolutions and Holdco have requested that the Lenders make Term Loans in an aggregate principal amount of $200,000,000 and, subject to and upon the terms and conditions herein set forth, the Lenders are willing on a several (but not joint) basis to make available to EnergySolutions and Holdco the credit facilities provided for herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1.

Definitions

Section 1.1 Defined Terms.

For the purposes hereof, the following terms shall have the following meanings:

“Acquired Business” shall mean Reactor Sites Management Company Limited and its subsidiaries.

“Acquisition” shall mean (whether by purchase, exchange, issuance of capital stock, limited partnership interests, general partnership interests or other equity or debt securities, merger, reorganization or any other method) (a) any acquisition by EnergySolutions or any of the Subsidiaries of all or substantially all of any other Person, which Person shall then become consolidated with EnergySolutions or any such Subsidiary in accordance with GAAP, or (b) any acquisition by EnergySolutions or any of the Subsidiaries of all or substantially all of the assets of any other Person; provided that Acquisition shall not mean or include any acquisition of any interest in real property, either individually or together with the acquisition of other property or assets.

“Acquisition Entity” shall mean in respect of any Acquisition of any entity, collectively, and on a consolidated basis, such entity and all of the other entities, if any, that are Affiliates or Subsidiaries of such entity and that are acquired with such entity in one transaction or a series of two or more related transactions.

“Additional Permitted Debt” shall mean Indebtedness of EnergySolutions and, after an IPO Reorganization, Duratek, that (i) is unsecured, (ii) is not guaranteed by Holdco, Parent, EnergySolutions or any of their Subsidiaries, (iii) matures no earlier than 180 days after the Term Loan Maturity Date, (iv) requires no payment of principal (whether by way of scheduled amortization, mandatory redemption, mandatory prepayment, sinking fund or otherwise) to be made and (v) does not require Parent, EnergySolutions, Duratek or any of the Subsidiaries to maintain any specified financial condition.

“Administrative Agent” shall have the meaning set forth in the preamble to this Agreement.

“Administrative Agent’s Account” shall mean the account of the Administrative Agent maintained by the Administrative Agent at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Account No. ▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ Quezon, or such other account as the Administrative Agent shall specify from time to time in writing to the Lender Parties.

“Affiliate” shall mean, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such first Person. For purposes of this definition, “control” when used with respect to any Person includes, without limitation, the direct or indirect beneficial ownership of more than ten percent (10%) of the voting securities or voting equity of such Person, or the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless otherwise specified, “Affiliate” shall mean an Affiliate of EnergySolutions, and shall include the Subsidiaries.

“Agent Parties” shall have the meaning set forth in Section 11.22.

“Agents” shall mean, collectively, the Administrative Agent, the Collateral Agent and the Syndication Agent.

“Agreement” shall mean this Second Lien Credit Agreement, dated as of June 26, 2007, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“Agreement Currency” shall have the meaning set forth in Section 11.24.

“Agreement Date” shall mean June 26, 2007.

“Amendment No. 3 Effective Date” shall mean June 26, 2007.

“Applicable Creditor” shall have the meaning set forth in Section 11.24.

“Applicable Law” shall mean, in respect of any Person, all provisions of constitutions, statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, including, without limiting the foregoing, the Licenses and all Environmental Laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

“Applicable Margin” shall mean the interest rate margin applicable to Term Loans hereunder as determined in accordance with Section 2.3(f) hereof.

“Approved Fund” shall mean, with respect to any Lender Party, any fund that invests in commercial loans and is managed or advised by such Lender Party or an Affiliate of such Lender Party, or by the same investment advisor as such Lender Party or by an Affiliate of such investment advisor.

“Arranger” shall have the meaning set forth in the preamble to this Agreement.

“Assignment and Acceptance” shall mean an Assignment and Acceptance Agreement substantially in the form attached hereto as Exhibit P.

“Assumed Tax Rate” means the highest hypothetical combined marginal effective U.S. federal, state and local income tax rate prescribed for an individual or corporation resident of ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ applicable to the character of the net taxable income (i.e., capital gains, dividends and/or ordinary income) allocable to the direct or indirect members of EnergySolutions in the relevant taxable year (taking into account the deductibility of state and local income taxes as applicable at the time for U.S. federal income tax purposes).

“Authorized Signatory” shall mean such officers of each Loan Party as may be duly authorized and designated in writing by such Loan Party to execute documents, agreements and instruments on behalf of such Loan Party.

“Base Rate” shall mean a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate of interest announced by CNAI, from time to time, as its prime rate in effect at its principal office in the city of New York; and

(b) a rate of interest that is ¹/2 of 1% above the Federal Funds Rate.

The Base Rate is an index rate and is not necessarily intended to be the lowest or best rate of interest charged to customers in connection with extensions of credit or to other banks.

“Base Rate Basis” shall mean a simple interest rate equal to the sum of (a) the Base Rate and (b) the Applicable Margin. The Base Rate Basis shall be adjusted automatically as of the opening of business on the effective date of each change in the Base Rate to account for such change and shall also be changed to reflect adjustments in the Applicable Margin.

“Base Rate Term Loan” shall mean the portion of the Term Loans as to which EnergySolutions has elected the Base Rate Basis for the interest rate thereon, in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $5,000,000 and in an integral multiple of $1,000,000.

“Business Day” shall mean a day of the year on which banks are not required or authorized by law to close in New York, New York and, if the applicable Business Day relates to any Eurodollar Term Loans, on which dealings are carried on in the London interbank market.

“Capital Expenditures” shall mean, in respect of any Person, without duplication, expenditures for (i) the purchase of tangible assets of long-term use which are capitalized in accordance with GAAP and (ii) Real Property Acquisitions, to the extent not otherwise included in clause (i); provided that Capital Expenditures shall not include any expenditures that (a) constitute Permitted Acquisitions, (b) are made with casualty insurance proceeds to the extent such proceeds are permitted to be reinvested pursuant to the terms of this Agreement, (c) are deemed to occur by virtue of the trade-in or other exchange of existing assets permitted under this Agreement or (d) are made with the cash proceeds of an asset disposition permitted under this Agreement to purchase an asset of like kind or function.

“Capitalized Lease Obligation” shall mean that portion of any obligation of a Person as lessee under a lease which is required to be capitalized on the balance sheet of such lessee in accordance with GAAP.

“Cash Equivalents” shall mean the Investments described in Section 7.6(a).

“Cash Interest Expense” shall mean, for any period, for EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries, on a consolidated basis, cash interest paid in respect of Indebtedness for Money Borrowed (including, without duplication, any net obligations owing under Hedge Agreements), as determined in accordance with GAAP, and shall also include the interest component of payments for such period in respect of Capitalized Lease Obligations.

“CGMI” shall have the meaning set forth in the recitals to this Agreement.

“Change of Control” shall mean:

(a) prior to the IPO Reorganization, (i) in respect of EnergySolutions, (A) that any Person other than Holdco has an economic or voting interest in EnergySolutions or (B) directly or indirectly a sale, transfer or other conveyance of all or substantially all of the assets of EnergySolutions to any Person, excluding transfers or conveyances to or among EnergySolutions’ Subsidiaries, and (ii) in respect of Holdco, (A) directly or indirectly a sale, transfer or other conveyance of all or substantially all of the assets of Holdco, excluding transfers or conveyances to EnergySolutions, in one transaction or series of related transactions, or (B) LGB, together with Affiliates of LGB that are controlled by LGB, shall cease to own and control at least 51%, on a fully diluted basis, of both the economic and voting interests in Holdco (for purposes of this clause (b)(ii) Management Participation Rights shall be deemed owned and controlled by LGB); provided that any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah shall not constitute a “Change of Control” for the purposes of this agreement so long as, following such transaction or transactions, no Person other than Holdco has an economic or voting interest in EnergySolutions; or

(b) at any time after the IPO Reorganization, (i) that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Equity Sponsors, is or becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding or (y) the percentage of the then outstanding voting stock owned beneficially by the Equity Sponsors directly or indirectly of, in each case, Parent, or (ii) any Person other than Parent or any Subsidiary that is a Loan Party has an economic or voting interest in EnergySolutions or Duratek; or

(c) at any time after the IPO Reorganization, occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent by Persons who were not Continuing Directors.

For the avoidance of doubt, the transactions required to consummate the IPO Reorganization, when completed in accordance with this Agreement, shall not constitute a “Change of Control” hereunder.

“CNAI” shall have the meaning set forth in the preamble to this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean any property of any kind provided as collateral for the Secured Obligations under any of the Security Documents.

“Collateral Agent” shall have the meaning set forth in the preamble to this Agreement.

“Commitment” shall mean the Term Commitment.

“Commitment Letter” shall mean that certain Commitment Letter from CNAI and CGMI to Holdco, dated as of June 12, 2007, including the annexes thereto.

“Communications” shall have the meaning set forth in Section 11.22.

“Conduit Lender” shall have the meaning set forth in Section 11.5(g).

“Consolidated Subsidiary” shall mean any Subsidiary the income or loss of which is included in the computation of consolidated Net Income of EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries.

“Continuing Directors” shall mean the directors of Parent upon consummation of the IPO Reorganization and each other director, if, in each case, such other directors’ nomination for election to the board of directors is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Equity Sponsors in his or her election by the stockholders of Parent.

“Covered Taxes” shall have the meaning set forth in Section 2.13.

“Cure Amount” shall have the meaning set forth in Section 8.4(a).

“Cure Right” shall have the meaning set forth in Section 8.4(a).

“Debt Service” shall mean, for any period, the amount of Cash Interest Expense, together with scheduled principal repayments (excluding any repayments made or required to be made in accordance with Section 2.7 hereof) in respect of Indebtedness for Money Borrowed, of EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries on a consolidated basis. For purposes of this definition, “principal” shall include the principal component of payments for such period in respect of Capitalized Lease Obligations.

“Deed of Trust” shall mean that certain Second Priority Utah Deed of Trust and Fixture Filing, dated as of the Agreement Date, executed by EnergySolutions in favor of the Administrative Agent, as amended through the date hereof.

“Deed of Trust Amendment” shall mean the Fourth Amendment to Utah Deed of Trust and Fixture Filing, dated as of the Agreement Date, from EnergySolutions, as trustor, to the Collateral Agent, as beneficiary, in respect of the Deed of Trust, in form and substance reasonably satisfactory to the Collateral Agent and as the same may be further amended from time to time.

“Default” shall mean any of the events specified in Section 8.1, regardless of whether there shall have occurred any passage of time or giving of notice, or both, that would be necessary in order to constitute such event.

“Default Rate” shall mean a simple per annum interest rate equal to the sum of the otherwise applicable Interest Rate Basis plus two percent (2%). With respect to amounts (other than principal) bearing interest at the Default Rate, for purposes of the foregoing sentence, the words “otherwise applicable Interest Rate Basis” shall be deemed to mean the Base Rate Basis.

“Derivatives Contract” shall mean any forward contract (other than a contract to purchase inputs or provide services entered into in the ordinary course of the Permitted Business), futures contract, option (other than an option to purchase inputs or provide services entered into in the ordinary course of the Permitted Business), swap, notional principal contract, synthetic position or other financial contract similar to any of the foregoing.

“Discharge Conditions” shall have the same meaning as “Discharge of First Lien Obligations” in the Intercreditor Agreement.

“Disclosure Letter” shall mean the certain letter of disclosure from British Nuclear Fuels plc to EnergySolutions EU Limited executed pursuant to the SPA and delivered immediately before the signing of the SPA.

“Dollars” or “$” shall mean the basic unit of the lawful currency of the United States of America.

“Duratek” shall mean Duratek, Inc., a Delaware corporation.

“Duratek Amendment” shall mean the certain amendment to the Duratek Loan Agreement dated as of June 26, 2007.

“Duratek First Lien Credit Agreement” shall mean the certain first lien credit agreement dated as of the June 7, 2006, as amended as of June 19, 2006, as further amended as of February 9, 2007, as further amended as of the Agreement Date, among Duratek, Inc., CNAI, as administrative agent and the other Agents and Lender Party thereto, as it may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“Duratek Loans” shall have the same meaning as “Duratek Loans” in the Duratek First Lien Credit Agreement.

“EnergySolutions” shall have the meaning set forth in the preamble to this Agreement.

“EnergySolutions First Lien Credit Agreement” shall mean the certain first lien credit agreement dated as of the June 7, 2006, as amended as of June 19, 2006, and further amended as of February 9, as further amended as of the Agreement Date, 2007, among the EnergySolutions, Holdco, CGMI, Calyon, as administrative agent and the lenders party thereto, as it may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“EnergySolutions Pledge Agreement” shall mean that certain Pledge Agreement, dated as of the Agreement Date, as amended and restated as of the Agreement Date, between EnergySolutions and the Collateral Agent, pursuant to which EnergySolutions has pledged to the Administrative Agent, in the case of any domestic Subsidiary, all capital stock, limited partnership interests, general partnership interests or other securities or other equity or ownership interests owned by it, and in the case of an Acquisition by EnergySolutions, Parent or Holdco or any of their respective Subsidiaries or the formation of any new Subsidiary that is a “first tier” Non-U.S. Subsidiary, not more than 65% of the capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests of any “first-tier” Non-U.S. Subsidiary or Person which is acquired or formed, beneficially owned by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries, as the case may be.

“EnergySolutions Security Agreement” shall mean that certain Security Agreement, dated as of the Agreement Date, amended and restated as of the Agreement Date, between EnergySolutions and the Collateral Agent.

“Environmental Claim” shall mean any administrative, regulatory or judicial action (whether by a private party, governmental authority or any other Person) or cause of action, suit, obligation, liability, loss, proceeding, decree, judgment, penalty, fine, fee, demand, order, directive, claim (including any claim involving liability in tort, strict, absolute or otherwise), lien, accusation, allegation, abatement, notice of noncompliance or violation or legal or consultant fee or cost of investigation or proceeding (hereinafter “Claim”), resulting from or based on any Environmental Law or Environmental Permit, or arising from the actual or alleged presence, Release or threatened Release of any Hazardous Material, including and regardless of the merit of such Claim, any Claim for enforcement, clean-up, removal, response, mitigation, remedial or other activities or damages, contribution, indemnification, cost recovery, compensation or injunctive or declaratory relief pursuant to any Environmental Law or any alleged injury or threat of injury to property, health, safety, natural resources or the environment.

“Environmental Clean-up Activities” shall have the meaning set forth in Section 5.15(c) hereof.

“Environmental Law” shall mean any applicable federal, state or local law, statute, treaty, convention, rule, regulation, ordinance, code, decree, injunction, criterion, guideline, directive, Environmental Permit, writ, order or judgment (including common law), and any applicable requirement thereunder, relating to human health or safety, Hazardous Materials, pollution, noise, the environment or natural resources, as such laws (and all other items indicated above) have been or may be amended from time to time. Environmental Law includes, but is not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Atomic Energy Act, the Energy Reorganization Act, the Uranium Mill Tailings Radiation Control Act, the Hazardous Waste Transportation Act, the Energy Policy Act, the Low-level Radioactive Waste Policy Act, the Nuclear Waste Policy Act, the Utah Radiation Control Act, the Utah Air Conservation Act, the Utah Solid and Hazardous Waste Act, the Utah Water Quality Act, the Tennessee Radiological Health Service Act, the South Carolina Radiation Control Act, the South Carolina Radioactive Waste Transportation and Disposal Act, the Tennessee Solid Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Oil Pollution Act of 1990 and the Occupational Safety and Health Act; each as from time to time amended, and the regulations promulgated thereunder, and all analogous state and local statutes in any state in which EnergySolutions or any of the Subsidiaries is engaged in a Permitted Business, including any environmental transfer of ownership notification or approval statutes.

“Environmental Permit” shall mean any permit, authorization, approval, license, registration, consent, order, certificate, waiver, exception, variance, exemption or filing with or issued by any court or governmental or regulatory agency, authority, entity, department, commission or board relating to or required by any Environmental Law.

“Environmental Testing” shall have the meaning set forth in Section 5.15(c) hereof.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Equity Sponsors” shall mean, collectively, the Primary Equity Sponsors and the Local Investors.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ERISA Affiliate” shall mean any Person, including a Subsidiary or an Affiliate of EnergySolutions, that is a member of any group of organizations (within the meaning of Code Section 414(b), 414(c), 414(m) or 414(o)) of which EnergySolutions is a member.

“ERISA Affiliate Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) as defined in Section 3(2) of ERISA, subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code maintained by an ERISA Affiliate or to which an ERISA Affiliate contributed, contributes or is obligated to contribute.

“Eurocurrency Liabilities” has the meaning set forth in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Basis” shall mean a simple per annum interest rate (rounded upward, if necessary, to the nearest one-hundredth (1/100th) of one percent) equal to the sum of (a) the quotient of (i) the Eurodollar Rate divided by (ii) one minus the Eurodollar Reserve Percentage, stated as a decimal, plus (b) the Applicable Margin. The Eurodollar Basis shall apply to Interest Periods of one (1), two (2), three (3), six (6) and, if available to all applicable Lenders, nine (9) and twelve (12) months (each, a “Eurodollar Period”), and, once determined, shall remain unchanged during the applicable Interest Period, except for changes to reflect adjustments in the Eurodollar Reserve Percentage and the Applicable Margin pursuant to Section 2.3(f) hereof.

“Eurodollar Period” shall have the meaning set forth in the definition of “Eurodollar Basis.”

“Eurodollar Rate” shall mean, for any Interest Period, an interest rate per annum equal to (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) or as soon thereafter as possible, two Business Days before the first day of such Interest Period for a period equal to such Interest Period (provided that, if for any reason such rate is not available, the term “Eurodollar Rate” shall mean, for any Interest Period for any Eurodollar Term Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Dow ▇▇▇▇▇ Market Service as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) or as soon thereafter as possible, two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates), or (b) if such rate is for any reason not available, the rate per annum equal to the rate at which the Administrative Agent or its designee is offered Dollar deposits at or about 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market for delivery on the first day of such Interest Period for the number of days comprised therein and in the amount requested to be outstanding.

“Eurodollar Reserve Percentage” for any Interest Period, shall mean the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Term Loans is determined) having a term equal to such Interest Period.

“Eurodollar Term Loan” shall mean any portion of the Term Loans as to which EnergySolutions has elected the Eurodollar Basis for the interest rate thereon, in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $5,000,000 and in an integral multiple of $1,000,000.

“Event of Default” shall mean any of the events set forth in Section 8.1, provided that any requirement for notice or lapse of time or both has been satisfied.

“Excess Cash Flow” shall mean (y) for the first three quarters of each fiscal year, based upon the unaudited financial statements for such fiscal quarter required to be provided under Section 6.1 hereof, and (z) for the fourth quarter of each fiscal year, based on the audited financial statements for such fiscal year required to be provided under Section 6.2 hereof and calculated, for such fourth quarter, by subtracting from the annual amount of each element of the determination of Excess Cash Flow, the aggregate amount of such element utilized in determining Excess Cash Flow for any of the preceding fiscal periods during such fiscal year, the remainder, if any, without duplication, of (a) the Operating Cash Flow (calculated by excluding from Operating Cash Flow (x) the net income of Duratek and its Subsidiaries on a consolidated basis determined in accordance with GAAP, (y) any items that would be added to the net income of Duratek and its Subsidiaries in the calculation of the operating cash flow of Duratek and its Subsidiaries (calculated in the same manner, and with the same adjustments, as “Operating Cash Flow” of EnergySolutions and its Subsidiaries) and (z) the costs, expenses and charges identified in clauses (f) and (g) of the definition of “Operating Cash Flow”) for such fiscal quarter minus (b) the sum of the following: (i) Capital Expenditures by EnergySolutions and its Subsidiaries (other than Duratek and its Subsidiaries) during such fiscal quarter (other than Capital Expenditures that are financed with the proceeds of Indebtedness); (ii) Tax Distributions made by EnergySolutions and cash Taxes paid by EnergySolutions and its Subsidiaries (other than Duratek and its Subsidiaries) during such fiscal quarter; (iii) Debt Service paid by EnergySolutions and its Subsidiaries (other than Duratek and its Subsidiaries) for such fiscal quarter; (iv) to the extent not included in the calculation of Operating Cash Flow, legal fees and expenses of, or the payment of any judgment against, any Loan Party paid by EnergySolutions and Permitted Advisory Fees for such fiscal quarter and (v) cash paid by EnergySolutions or any of the Subsidiaries (other than Duratek and its Subsidiaries) in respect of a Permitted Acquisition during such fiscal quarter; provided that (i) after the IPO Reorganization, all references to EnergySolutions in this definition of “Excess Cash Flow” (other than in clause (x)) shall be deemed to be references to Parent and (ii) “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Asset Sales” shall mean (i) sales, leases or other dispositions of inventory in the ordinary course of business and obsolete or worn-out assets, (ii) any sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction, (iii) any transfer of assets by any Consolidated Subsidiary of EnergySolutions to EnergySolutions (and, after the IPO Reorganization, by any consolidated subsidiary of Duratek to Duratek) and any transfer of assets by EnergySolutions (or, after the IPO Reorganization, Parent) to any of its Consolidated Subsidiaries, or between any of such Consolidated Subsidiaries, so long as the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents in the assets so transferred shall remain in full force and effect and remain perfected and of the same priority (to at least the same extent as in effect immediately prior to such transfer), (iv) personal property with a fair market value in the aggregate of less than $1,000,000 per year, (v) dispositions of personal property to the extent that (x) such personal property is exchanged for credit against the purchase price of replacement personal property performing the same function or (y) the proceeds of any such disposition are promptly applied to the purchase price of similar replacement personal property or (vi) after the IPO Reorganization, a disposition by Holdco of its Equity Interests in Parent.

“Federal Funds Rate” shall mean, as of any date, the weighted average of the rates on overnight federal funds transactions with the members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent or its Affiliate from three (3) federal funds brokers of recognized standing selected by the Administrative Agent or its Affiliate.

“Fee Letter” shall mean that certain agreement dated as of June 12, 2007 setting forth the applicable fees to be paid by EnergySolutions to the Administrative Agent in connection with certain of the Term Loans and the Commitments created hereunder.

“Financial Condition Covenants” shall have the meaning set forth in Section 8.4(a).

“First Lien Administrative Agent” shall mean the “Administrative Agent” under the First Lien Credit Agreements.

“First Lien Credit Agreements” shall mean the certain EnergySolutions first lien credit agreement, dated as of June 7, 2006, as amended as of June 19, 2006, as further amended as of February 9, 2007, among EnergySolutions, Holdco, CGMI, CNAI, as administrative agent and the lenders party thereto, as it may be amended, restated amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement and the certain Duratek first lien credit agreement dated as of June 7, 2006, as amended as of June 19, 2006, as further amended as of February 9, 2007, among Duratek, Inc., CNAI, as administrative agent and the other Agents and Lender Party thereto, as it may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“First Lien Documents” shall mean the First Lien Credit Agreements, the Intercreditor Agreement, the notes, security documents and all other material documents and agreement executed or delivered in connection with the First Lien Term Loans, as each such document may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“First Lien Indebtedness” shall have the meaning set forth in the First Lien Credit Agreements.

“First Lien Lenders” shall mean the lender party to the First Lien Credit Agreements.

“First Lien Term Loans” shall mean the certain term loans existing pursuant to the First Lien Credit Agreements.

“GAAP” shall have the meaning set forth in Section 1.4.

“Granting Lender” shall have the meaning set forth in Section 11.5(g).

“Guarantees” shall mean the Holdco Guaranty, the Subsidiary Guaranty and any other Guaranty of the Secured Obligations whether now or hereafter in existence.

“Guarantors” shall mean Holdco (until the consummation of the IPO Reorganization), Parent, each Subsidiary Guarantor and any other Person that Guarantees the Secured Obligations.

“Guaranty” or “Guaranteed,” as applied to an obligation, shall mean and include (a) a guaranty, direct or indirect, in any manner, of all or any part of such obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation, including, without limiting the foregoing, any reimbursement obligations with respect to outstanding letters of credit.

“Hazardous Material” shall mean any (a) petroleum or petroleum product, explosive, radioactive material, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, dioxins, furans or lead, or (b) substance, material, product, derivative, compound, mixture, mineral, chemical, waste, solid, liquid or gas, in each case whether naturally occurring, human made or the by-product of any process, (i) that is now or hereafter becomes defined as or included within the definition of a “hazardous substance,” “hazardous waste,” “hazardous material,” “radioactive waste,” “mixed waste,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous chemical,” “extremely hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” or any other words of similar meaning under any Environmental Law, or (ii) exposure to which or the presence, use, generation, treatment, Release, transport or storage of which is now or hereafter prohibited, limited, restricted or regulated under any Environmental Law or by any governmental or regulatory authority.

“Hedge Agreements” shall mean interest rate cap, collar or similar agreements, provided that such agreements are intended to and reasonably would be expected to reduce EnergySolutions’, Parent’s or Holdco’s (as the case may be) interest rate risk with respect to its Obligations permitted under this Agreement.

“Holdco” shall have the meaning set forth in the recital of parties to this Agreement.

“Holdco Guaranty” shall mean that certain Holdco Guaranty, dated as of the Agreement Date, amended and restated as of the Agreement Date, in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, given by Holdco; provided that such agreement shall terminate upon the consummation of the IPO Reorganization.

“Holdco Pledge Agreement” shall mean that certain Holdco Pledge Agreement, dated as of the Agreement Date, amended and restated as of the Agreement Date, between Holdco and the Collateral Agent; provided that such agreement shall terminate upon the closing of the consummation of the IPO Reorganization.

“Holdco Security Agreement” shall mean that certain Holdco Security Agreement, dated as of the Agreement Date, amended and restated as of the Agreement Date, between Holdco and the Collateral Agent; provided that such agreement shall terminate upon the consummation of the IPO Reorganization.

“Increase Effective Date” shall have the meaning set forth in Section 2.14(a).

“Incremental Commitment Cap” shall mean $50,000,000 less the sum of (i) Incremental Commitments, (ii) Incremental Term Commitments (as defined in the First Lien Credit Agreement) and (iii) Incremental Second Lien Commitments.

“Incremental Second Lien Commitments” shall have the meaning set forth in Section 2.14(a).

“Incremental Term Loans” shall have the meaning set forth in Section 2.14(c).

“Indebtedness” of any Person shall mean without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all indebtedness (excluding prepaid interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the indebtedness secured thereby has been assumed; provided that the amount of Indebtedness under this clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby, (f) all Guarantees by such Person of Indebtedness, (g) all Capital Lease Obligations of such Person and (h) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indebtedness for Money Borrowed” shall mean, as of any date with respect to any Person, Indebtedness for money borrowed and Indebtedness represented by notes payable and drafts accepted representing extensions of credit, all obligations evidenced by bonds, debentures, notes or other similar instruments, any net obligations of such Person owing under Hedge Agreements, all Indebtedness upon which interest charges are customarily paid, all Capitalized Lease Obligations, all unsatisfied reimbursement obligations as of such date in respect of a draw made on or prior to such date under any letter of credit, all Indebtedness issued or assumed as full or partial payment for property or services (other than trade payables arising in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms), whether or not any such notes, drafts, obligations or Indebtedness represents Indebtedness for money borrowed, and, without duplication, Guaranties of any of the foregoing. For purposes of this definition, interest which is accrued but not paid on the scheduled due date for such interest shall be deemed Indebtedness for Money Borrowed.

“Indemnified Costs” shall have the meaning set forth in Section 9.11 hereof.

“Indemnitee” shall have the meaning set forth in Section 5.11 hereof.

“Intercompany Loans” shall have the meaning set forth in Section 7.6(c) hereof.

“Intercreditor Agreement” shall mean an Intercreditor Agreement dated as of June 26, 2007, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Interest Period” shall mean (a) in connection with any Base Rate Term Loan, the period beginning on the date such Loan is made or deemed continued and ending on the last Business Day of the calendar quarter in which such Loan is made or deemed continued; provided, however, that if a Base Rate Term Loan is made or deemed continued on the last day of any calendar quarter, it shall have an Interest Period ending on, and its Payment Date shall be, the last day of the following calendar quarter and (b) in connection with any Eurodollar Term Loan, the term of the related Eurodollar Period selected by EnergySolutions or otherwise determined in accordance with this Agreement. Notwithstanding the foregoing, however, (i) any applicable Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless, with respect to Eurodollar Term Loans only, such Business Day falls in another calendar month, in which case such Interest Period shall end on

the next preceding Business Day, (ii) any applicable Interest Period, with respect to Eurodollar Term Loans only, which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end shall (subject to clause (i) above) end on the last day of such calendar month, and (iii) no Interest Period shall extend beyond the Term Loan Maturity Date or such earlier date as would interfere with EnergySolutions’ repayment obligations hereunder. Interest shall be due and payable with respect to any Loan as provided in Section 2.3 hereof.

“Interest Rate Basis” shall mean the Base Rate Basis or the Eurodollar Basis, as appropriate.

“Investment” shall mean, with respect to any Person, any loan, advance or extension of credit (other than to customers in the ordinary course of business) by such Person to, or any Guaranty or other contingent liability with respect to the capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests, Indebtedness or other obligations of, or any contributions to the capital of, any other Person, or any ownership, purchase or other acquisition by such Person of any interest in any Indebtedness, capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests of any such other Person, other than an Acquisition. “Investment” shall also include the total cost of any future commitment or other obligation binding on any Person to make an Investment or any subsequent Investment.

“IPO Reorganization” shall mean a series of substantially contemporaneous transactions in connection with or in contemplation of an initial public offering of the shares of common stock of Parent whereby (i) Holdco becomes the direct owner of 100% of the economic and voting interest in Parent and (ii) Parent becomes the direct or indirect owner of 100% of the economic and voting interests in each of EnergySolutions and Duratek to the extent Parent does not theretofore own, directly or indirectly, 100% of the economic and voting interests in Duratek. For the avoidance of doubt, the IPO Reorganization may include, without limitation, (a) the distribution of shares of capital stock of Parent by Holdco to its direct or indirect owners, (b) the contribution of shares of capital stock of Parent to Holdco, (c) the contribution of all the outstanding equity interests in EnergySolutions to Parent and/or to a wholly owned subsidiary of Parent that is a Loan Party and (d) one or more indirect corporate investors in Holdco merges with and into, or transfers all or substantially all its assets (subject to its liabilities) to Parent, in connection with or in contemplation of an initial public offering of the shares of common stock of Parent.

“Judgment Currency” shall have the meaning set forth in Section 11.24.

“Lender Party” shall mean any Lender.

“Lenders” shall mean each financial institution listed on the signature page hereto as a Lender, and any other Person which becomes a Lender hereunder pursuant to Section 11.5 for so long as such Lender or Person, as the case may be, shall be a party to this Agreement.

“Leverage Ratio” shall mean, as of any calculation date and for the relevant period then ended, on a consolidated basis for EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries, the ratio of Indebtedness for Money Borrowed as of such calculation date to the Operating Cash Flow for such period.

“LGB” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Bessemer L.P. and its Affiliates.

“Licenses” shall mean any permits or licenses held by EnergySolutions, Parent or any of the Subsidiaries, all of which are listed as of the Agreement Date on Schedule 2 hereto.

“Lien” shall mean, with respect to any property, any mortgage, lien, pledge, assignment, charge, security interest, title retention agreement, levy, execution, seizure, attachment, garnishment or other encumbrance of any kind in respect of such property, whether created by statute, contract, the common law or otherwise, and whether or not ▇▇▇▇▇▇, vested or perfected; provided, however, that “Lien” shall not include any license, sublicense, lease or sublease of or with respect to any personal property.

“Loan Documents” shall mean this Agreement, any Notes, the Security Documents, the Guarantees, the Fee Letter, all Requests for Term Loans, the Intercreditor Agreement and all other material documents and agreements executed or delivered by a Loan Party in connection with this Agreement.

“Loan Parties” shall mean, collectively, EnergySolutions, each Subsidiary Guarantor, Holdco and, upon its formation, Parent.

“Loans” shall mean Term Loans.

“Local Investors” shall mean, collectively, ▇▇▇▇▇▇▇▇ Partners IV, L.P. and its Affiliates.

“Majority Lenders” shall mean, at any time, lenders owed or holding at least a majority in interest of the sum, without duplication, of the aggregate principal amount of the Term Loans outstanding at such time.

“Management Participation Rights” shall mean, as of any date, all of the Management Units, as defined in that certain Amended and Restated Limited Liability Company Agreement of Holdco, dated as of January 31, 2005, outstanding on such date.

“Material Adverse Change” shall mean any event, circumstance, occurrence or state of affairs or any combination thereof which is, or is reasonably likely to be, materially adverse to the financial or trading positions of each Acquired Business in any jurisdiction in which such Acquired Business operates excluding, in any such case, any event, circumstance, occurrence or state of affairs resulting from:

(a) changes that are generally applicable to the industries in which the business of the Acquired Business operates or to the economy of a relevant jurisdiction generally;

(b) matters to the extent fairly disclosed in the Disclosure Letter;

(d) the effects of any action or steps taken pursuant to and in accordance with the SPA or the Disclosure Letter;

(e) any action undertaken or omission undertaken which has been approved in writing or requested in writing by EnergySolutions EU Limited; and

(f) changes in laws, regulations or accounting practices.

“Moody’s” shall mean ▇▇▇▇▇’▇ Investors Service, a subsidiary of ▇▇▇▇▇’▇ Corporation.

“Mortgage” shall have the meaning set forth in Section 5.10.

“Mortgage Policy” shall have the meaning set forth in Section 3.1(a)(xiv)(B).

“Mortgaged Property” shall mean (a) as of the Agreement Date, the real property listed on Schedule 11 hereto and designated as “Mortgaged Property” and (b) each real property, if any, which shall be subject to a Mortgage delivered after the Agreement Date pursuant to Section 5.10.

“Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

“NDA Contract Reimbursement” shall mean:

(i) £19,032,000 in outstanding management charges owed to Reactor Sites Management Company Limited for the fiscal years 2006/2007 referred to in clause 2.1 of the SPA; and

(ii) all amounts accruing for the benefit of Reactor Sites Management Company Limited pursuant to:

(a) the management and operations contract entered into on April 1, 2005 between the Nuclear Decommissioning Authority, Magnox Electric Limited and Energy Sales and Trading Limited, for the Southern Sites and Northern Sites;

(b) clause 6 of the Amended, Restated and Consolidated Site Management and Operations Contracts for the Southern Sites and Northern Sites to be entered into between the Nuclear Decommissioning Authority, Magnox Electric Limited and Energy Sales and Trading Limited; and

(c) any interim agreements put in place pursuant to a letter from Magnox Electric Limited to the Nuclear Decommissioning Authority dated April 2, 2007 prior to entry into the agreements referred to in (b) above,

for the period April 1, 2007 until Closing (as defined in the SPA).

“Necessary Authorizations” shall mean all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all grants, approvals, licenses, filings and registrations necessary in order to enable EnergySolutions or any of the Subsidiaries to own, construct, maintain and operate its Permitted Business and to make and hold Investments in other Persons who own, construct, maintain and operate their respective Permitted Businesses.

“Net Income” shall mean, for EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries on a consolidated basis, for any period, net income determined in accordance with GAAP.

“Net Proceeds” shall mean, with respect to any sale, lease, transfer, swap or other disposition of assets or securities by any of the Loan Parties or any of their Subsidiaries, the aggregate amount of cash received for such assets or securities (including, without limitation, any payments received for non-competition covenants, consulting or management fees, and any portion of the amount received evidenced by a buyer promissory note or other evidence of Indebtedness), net of (a) amounts reserved, if any, for taxes payable with respect to any such sale (after application of any available losses, credits or other offsets), (b) reasonable and customary transaction fees, commissions, discounts, costs and out-of-pocket expenses properly attributable to such transaction and payable by such Loan Party or any of its Subsidiaries (other than to an Affiliate if not on an arms’-length basis) in connection with such sale, lease, transfer or other disposition of assets or securities, (c) until actually received by such Loan Party or any of its Subsidiaries, any portion of the amount received held in escrow or evidenced by a buyer promissory note, or a

non-compete agreement or covenant, management agreement or consulting agreement, for which compensation is paid over time, (d) the principal amount of any Indebtedness for Money Borrowed (other than the Term Loans) that is secured by the asset subject to such sale, lease, transfer, swap or other disposition and that is repaid in connection therewith, and (e) any reserve for adjustments in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any pension and other post-employment benefit liabilities associated with such asset or assets and retained by such Loan Party or any of its Subsidiaries after such sale, lease, transfer, swap or other disposition so long as such reserve is required by law. Upon receipt by the Loan Parties or any of their Subsidiaries of amounts referred to in clause (c) of the preceding sentence or to the extent the amounts referred to in clause (a) and clause (e) of the preceding sentence exceed the amounts actually so required, such amounts shall then be deemed to be “Net Proceeds.” With respect to any incurrence of Indebtedness for Money Borrowed incurred by, or any issuance or sale of equity interests issued by, any Loan Party, “Net Proceeds” shall mean the aggregate amount of such Indebtedness for Money Borrowed or the aggregate cash received in connection with such issuance or sale of equity interests net of any reasonable fees, commissions, discounts, costs and out-of-pocket expenses associated with the incurrence of such Indebtedness for Money Borrowed or such issuance or sale of equity interests.

“Non-Consenting Lender” shall have the meaning set forth in Section 11.12.

“Non-U.S. Jurisdiction” shall mean each jurisdiction of organization of a Subsidiary of EnergySolutions, Parent or Holdco other than the United States (or any State thereof) or the District of Columbia.

“Non-U.S. Subsidiary” shall mean any Subsidiary that is or becomes organized under the laws of a Non-U.S. Jurisdiction.

“Notes” shall mean those certain term promissory notes in the aggregate original principal amount of $200,000,000, one issued to each of the Lenders listed on Schedule 4 hereto that requests a promissory note, by EnergySolutions in the amount of each of such Lenders’ Term Loan to EnergySolutions, each one substantially in the form of Exhibit K attached hereto, and any extensions, modifications, renewals, endorsements or replacements of or amendments to any of the foregoing.

“Obligations” shall mean (a) all payment and performance obligations of every kind, nature and description of the Loan Parties (including any interest on the Term Loans accruing after commencement of any bankruptcy or insolvency proceeding with respect to any Loan Party regardless of whether such interest is allowed in such proceeding) to the Administrative Agent, any other Agents, the Lender Parties, Affiliates of the Lender Parties in connection with this Agreement and the other Loan Documents (including any interest, fees and other charges on the Term Loans or otherwise under the Loan Documents that would accrue but for the filing of a bankruptcy action with respect to any Loan Party, whether or not such claim is allowed in such bankruptcy action), as they may be amended from time to time, or as a result of making the Term Loans, whether such obligations are direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising, and (b) the obligation of any Loan Party to pay an amount equal to the amount of any and all damages which the Lender Parties, the Administrative Agent or any other Agent or any of them may suffer by reason of a breach by any Loan Party of any obligation, covenant or undertaking with respect to this Agreement or any other Loan Document.

“Operating Cash Flow” shall mean, for any fiscal period, for EnergySolutions and its Subsidiaries on a consolidated basis, or for any Acquisition Entity, as applicable, Net Income for such period (after eliminating any extraordinary gains and losses, including gains and losses from the sale of assets, and minority interests, and equity in earnings (losses) of non-consolidated entities), plus, to the extent deducted

or accrued in determining Net Income, the sum of each of the following for such period: (a) depreciation, amortization and other non-cash charges (including, without limitation, accretion charges) (but excluding non-cash charges that constitute an accrual of a reserve for future cash payments), (b) Cash Interest Expense, (c) Permitted Advisory Fees, (d) Tax Distributions, (e) fees and expenses incurred by EnergySolutions and its Subsidiaries in connection with the Amendment Transactions and the U.K. Acquisition, (f) costs and expenses relating to unrealized synergies expected to be achieved by EnergySolutions and the Subsidiaries, incurred in connection or as a result of the U.K. Acquisition, not to exceed the Restructuring Cost Cap in any four-quarter fiscal period and (g) cash charges incurred to effectuate the savings identified in clause (f) not to exceed $15,000,000 in the aggregate from the Agreement Date through September 30, 2008; provided that, (i) for purposes of the covenants set forth in Section 7.7 hereof, if either EnergySolutions or any Subsidiary makes any Acquisition during a period in which Operating Cash Flow is to be determined hereunder, such Operating Cash Flow will be determined on a pro forma basis as if such Acquisition were consummated on the first day of the relevant period and (ii) after the IPO Reorganization, all references to EnergySolutions in this definition of “Operating Cash Flow” shall be deemed to be references to Parent.

“Other Taxes” shall have the meaning set forth in Section 2.13.

“Parent” shall mean a Person formed prior to, on or after the Agreement Date that Guarantees the Secured Obligations and (i) prior to the IPO Reorganization, is a Subsidiary of EnergySolutions and which holds 100% of the equity interests of Duratek and (ii) after the IPO Reorganization, is a direct Subsidiary of Holdco and the direct or indirect owner of 100% of the Equity Interests of EnergySolutions and Duratek. All representations, warranties and covenants herein applicable to Parent shall apply upon the formation of Parent.

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law on October 26, 2001.

“Payment Date” shall mean, with respect to any Loan, the last day of any Interest Period applicable to such Loan and the date of payment in full of such Loan.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

“Performance Certificate” shall mean a certificate of an executive officer of EnergySolutions as to its financial performance, in substantially the form attached as Exhibit C hereto.

“Permitted Acquisition” means (i) the U.K. Acquisition and (ii) an Acquisition by EnergySolutions or any of the Subsidiaries of any Person (a) primarily engaged in a Permitted Business and (b) who Guarantees the Secured Obligations.

“Permitted Advisory Fees” shall mean management fees to be paid to some or all of the Equity Sponsors in an annual amount up to the greater of (a) $3 million, or (b) 3% of Operating Cash Flow, if and to the extent that before and after giving effect to any such payment, EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries are in current and pro forma covenant compliance with the financial covenants set forth in Section 7.7 hereof.

“Permitted Asset Sale” shall mean the sale by EnergySolutions, Parent or any of the Subsidiaries of any part of its or their assets as and to the extent permitted under Section 7.4(a) hereof.

“Permitted Business” shall mean (i) all existing business operations of EnergySolutions and its Subsidiaries (including, without limitation, Duratek and its Subsidiaries) conducted prior to or as of the Agreement Date, as well as those reasonably related thereto (in the discretion of EnergySolutions), including environmental services and (ii) any reasonably related business in respect of the use and management of radioactive material and radioactive waste in accordance with Applicable Law, the Licenses and the Necessary Authorizations.

“Permitted Investments” shall mean Investments described in and permitted to be made under Section 7.6(c) hereof.

“Permitted Liens” shall mean, as applied to any Person:

(a) Any Lien in favor of the Administrative Agent (for itself and for the ratable benefit of the Secured Parties) given to secure the Secured Obligations;

(b)(i) Liens on real estate for real estate taxes not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies or claims not overdue for a period of not more than thirty (30) days or the nonpayment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Person’s books, but only so long as no foreclosure, distraint, sale or similar proceedings have been commenced with respect thereto and remain unstayed for a period of thirty (30) days after their commencement;

(c) Liens of landlords, carriers, warehousemen, mechanics, laborers and materialmen incurred in the ordinary course of business for sums not yet overdue by more than thirty (30) days or being diligently contested in good faith, if reserves or appropriate provisions shall have been made therefor;

(d) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance and social security insurance;

(e) Restrictions on the transfer of assets imposed by any of the Licenses as now in effect or by any Environmental Laws, any state laws and any regulations thereunder;

(f) Easements, rights-of-way, restrictions and other similar encumbrances on the use of real property which do not interfere with the ordinary conduct of the business of such Person, or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness or other extensions of credit and which do not in the aggregate materially detract from the value of such properties or materially impair their use in the operation of the business of such Person;

(g) Purchase money security interests which are perfected automatically by operation of law, only for the period (not to exceed twenty (20) days) of automatic perfection under the law of the applicable jurisdiction, and limited to Liens on assets so purchased;

(h) Cash collateralization of the ▇▇▇▇-to-market value of the Obligations under Secured Hedge Agreements in an aggregate amount not to exceed $4,000,000;

(i) Any Liens of record listed on Schedule 3 attached hereto;

(j) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

(k) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Loan Parties or any of their Subsidiaries in the ordinary course of business;

(1) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof) and (iii) the Indebtedness secured thereby is permitted under Section 7.1 hereof;

(m) Leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business and not interfering in any material respect with the business of EnergySolutions or the Subsidiaries;

(n) Any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement granted in the ordinary course of business;

(o) Other Liens securing Indebtedness outstanding in an aggregate amount not to exceed $5,000,000;

(p) Liens on the Collateral securing obligations under the First Lien Credit Agreements; and

(q) Liens on the Collateral securing obligations under this Agreement; provided that such Liens are subordinated to the Liens securing the Obligations in accordance with the terms of the Intercreditor Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by EnergySolutions or by the Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Permitted Restricted Payments” shall include (i) Permitted Advisory Fees , (ii) Tax Distributions, (iii) Restricted Payments that do not exceed $15,000,000, in the aggregate, from the Agreement Date and (iv) distributions of equity interests between Loan Parties in connection with the IPO Reorganization.

“Person” shall mean an individual, corporation, limited liability company, association, partnership, joint venture, trust or estate, an unincorporated organization, a government or any agency or political subdivision thereof, or any other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) as defined in Section 3(2) of ERISA, subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code maintained by EnergySolutions, Parent or any Subsidiary or to which EnergySolutions, Parent or any Subsidiary contributed, contributes or is obligated to contribute.

“Platform” shall have the meaning set forth in Section 11.22.

“Pledge Agreements” shall mean the EnergySolutions Pledge Agreement, the Holdco Pledge Agreement, the Subsidiary Pledge Agreement and any additional pledge agreement substantially in the form of Exhibit A attached hereto that secures the Secured Obligations whether now or hereafter in existence.

“Primary Equity Sponsors” shall mean LGB and WPG.

“Property” shall mean property now or hereafter owned, operated or leased by EnergySolutions or the Subsidiaries.

“Real Property Acquisition” shall mean (whether by purchase, exchange, issuance of capital stock, limited partnership interests, general partnership interests or other equity or debt securities, merger, reorganization or any other method), the acquisition by EnergySolutions or any of the Subsidiaries of any interest in real property, whether done and made individually or as part of a transaction including assets or property other than real property.

“Register” shall have the meaning set forth in Section 11.5(c) hereof.

“Release” shall mean the release, deposit, disposal or leakage at, into, upon or under any land, water or air, or otherwise into the environment or into the indoor air, including by means of burial, disposal, discharge, emission, injection, spillage, leakage, seepage, leaching, dumping, pumping, pouring, escaping, emptying, migrating, placement and the like (including the disposal of barrels, containers and other closed receptacles containing Hazardous Materials).

“Remedial Action” shall mean all actions, including, without limitation, any capital expenditures, undertaken to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment;

(iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) bring facilities on any property owned, operated or leased by the Loan Parties and the facilities located and operations conducted thereon into compliance with all Environmental Laws and Environmental Permits.

“Reportable Event” shall have the meaning set forth in Section 4043 of ERISA and any regulations promulgated thereto.

“Request for Loan” shall mean a certificate designated as a “Request for Loan,” signed by an Authorized Signatory requesting a Term Loan hereunder, which shall be in substantially the form of Exhibit D attached hereto and shall, among other things, (a) specify the date of the Term Loan, which shall be a Business Day, the amount of the Term Loan, the Type of Loan, and (b) state that there shall not exist, on the date of the requested Term Loan both before and after giving effect thereto, a Default.

“Request for Term Loan Eurodollar Basis” shall mean a certificate designated as a “Request for Term Loan Eurodollar Basis signed by an Authorized Signatory requesting that a portion of the Term Loans complying with the requirements of this Agreement applicable to Eurodollar Term Loans bear interest at the Eurodollar Basis, which shall be in substantially the form of Exhibit G attached hereto and shall, among other matters, (a) specify the applicable Interest Period and the requested commencement date thereof, and (b) state that there shall not exist, on the first day of the requested Interest Period, both before and after giving effect to such request, a Default.

“Restricted Payment” shall mean (a) any direct or indirect cash distribution, cash dividend or other cash payment by Holdco, EnergySolutions, Parent or any of their Subsidiaries to any Person (other than to EnergySolutions or any other Subsidiary) on account of any general or limited partnership interest in, membership interest in, or ownership of any shares of capital stock or other securities of, EnergySolutions, Parent or any of their Subsidiaries; or (b) any payment by Holdco, EnergySolutions, Parent or any of their Subsidiaries to a Person other than EnergySolutions, Parent or any of their Subsidiaries under any management or consulting agreement, or other similar agreement or arrangement not entered into in the ordinary course of business.

“Restructuring Cost Cap” shall mean $20,000,000 for the four-quarter period ended September 30, 2006. For each successive four-quarter period thereafter, “Restructuring Cost Cap” shall be reduced by $2,500,000. For the avoidance of doubt, the “Restructuring Cost Cap” shall be $17,500,000 for the four-quarter period ended December 31, 2006 and $0 for the four-quarter period ended September 30, 2008.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and any successor thereto.

“Second Lien Documents” shall mean this Agreement, the Intercreditor Agreement, the notes, security documents and all other material documents and agreement executed or delivered in connection with the Second Lien Term Loans, as each such document may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“Second Lien Lenders” shall mean any Lender Party to this Agreement.

“Second Lien Obligations” shall have the meaning set forth in Section 4.1(ee).

“Second Lien Term Loans” shall mean the Term Loans issued pursuant to this Credit Agreement.

“Second Priority” shall mean, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is second in priority only to the Liens created under the First Lien Credit Agreements, other than any Permitted Lien.

“Secured Hedge Agreement” shall mean any Hedge Agreement that is entered into by and between any Loan Party and any Secured Party.

“Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and performance of all obligations of EnergySolutions and the other Loan Parties under each Hedge Agreement entered into with any counterparty that is a Secured Party.

“Secured Parties” shall mean, collectively, the Administrative Agent, each other Agent, the Lender Parties and each counterparty to a Hedge Agreement if at the date of entering into such Hedge Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.2 and 11.9 as if it were a Lender.

“Security Agreements” shall mean the EnergySolutions Security Agreement, the Subsidiary Security Agreement, the Holdco Security Agreement and any additional security agreement substantially in the form of Exhibit J attached hereto that secures the Secured Obligations whether now or hereafter in existence.

“Security Documents” shall mean the Pledge Agreements, the Guarantees, the Security Agreements, the Deed of Trust, the Mortgages, any other agreement or instrument providing collateral for the Secured Obligations whether now or hereafter in existence, and any filings, instruments, agreements and documents related thereto or to this Agreement and providing the Collateral Agent, for itself and for the benefit of the Secured Parties, with collateral for the Secured Obligations.

“Security Interest” shall mean all Liens in favor of the Collateral Agent, for itself and for the benefit of the Secured Parties, created hereunder or under any of the Security Documents to secure the Secured Obligations.

“Solvent” shall mean, with respect to any Loan Party, that as of the date of determination, both (i)(a) the sum of such Loan Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets; (b) such Loan Party’s capital is not unreasonably small in relation to its business as contemplated on the Agreement Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Agreement Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5).

“SPA” shall mean that certain Share Purchase Agreement among British Nuclear Fuels plc, EnergySolutions EU Limited and EnergySolutions, dated June 6, 2007.

“Subordination Agreement” shall mean a Subordination Agreement in the form attached hereto as Exhibit Q.

“Subsidiary” shall mean, as applied to any Person, (a) any corporation of which more than fifty percent (50%) of the outstanding stock (other than directors’ qualifying shares) having ordinary voting power to elect its board of directors, regardless of the existence at the time of a right of the holders of any class or classes of securities of such corporation to exercise such voting power by reason of the happening of any contingency, or any partnership of which more than fifty percent (50%) of the outstanding partnership interests, are at the time owned directly or indirectly by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, or (b) any other entity which is directly or indirectly controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person. “Subsidiaries” as used herein, unless otherwise indicated, shall mean, (i) on the Agreement Date, all Subsidiaries of EnergySolutions (including Acquired Business), including Subsidiaries of any Subsidiaries of EnergySolutions and (ii) upon consummation of the IPO Reorganization and at all times thereafter, all Subsidiaries of Parent (including EnergySolutions), including Subsidiaries of any Subsidiaries of Parent. The Subsidiaries of EnergySolutions as of the Agreement Date are set forth on Schedule 1 attached hereto.

“Subsidiary Guarantor” shall mean each domestic Subsidiary that Guarantees the Secured Obligations in accordance with the terms of this Agreement.

“Subsidiary Guaranty” shall mean each subsidiary guaranty given by each Subsidiary Guarantor, substantially in the form of Exhibit H attached hereto.

“Subsidiary Pledge Agreement” shall mean (i) that certain Subsidiary Pledge Agreement, dated as of the Agreement Date between the Subsidiaries of EnergySolutions party thereto and the Collateral Agent and (ii) any additional pledge agreement substantially in the form of Exhibit A attached hereto executed by a new Subsidiary in accordance with Section 5.13.

“Subsidiary Security Agreement” shall mean (i) that certain Subsidiary Security Agreement, dated as of the Agreement Date, between the Subsidiaries party thereto and the Collateral Agent and (ii) each additional subsidiary security agreement executed by a new Subsidiary in accordance with Section 5.13, substantially in the form of Exhibit J attached hereto.

“Successor Agent Agreement” shall mean that certain agreement, dated as of June 7, 2006, between Calyon and CNAI, pursuant to which CNAI assumed all the rights and obligations of Calyon as Collateral Agent hereunder.

“Syndication Agent” shall have the meaning set forth in the recitals to this Agreement.

“Syndication Date” shall have the meaning set forth in Section 11.5(b)

“Taxes” shall have the meaning set forth in Section 2.13.

“Tax Distributions” shall mean, for any period in which EnergySolutions is treated as a disregarded entity or a partnership for federal, applicable state and/or local income tax purposes, distributions paid to direct or indirect members of EnergySolutions for the purpose of funding each such member’s income tax liability attributable to such Person’s direct or indirect distributive share of the taxable income of EnergySolutions for such period, in an aggregate amount (for all such members) equal to the product of (a) the taxable income allocable to the members for such period less the cumulative amount of net taxable loss allocated to members of EnergySolutions for all prior taxable periods (as if such periods were

one combined period), to the extent such prior net losses are of a character (i.e., ordinary or capital) that would have allowed such losses to be offset against the current period’s income and (b) the Assumed Tax Rate, plus any previously undistributed amounts permitted under the foregoing formula. If EnergySolutions is a corporation for U.S. federal, applicable state and/or local income tax purposes and a member of a group filing consolidated, combined or unitary tax returns of which EnergySolutions is not the common parent, EnergySolutions may make payments to the parent of such group in respect of EnergySolutions’ share of taxable income, provided, however, that the amount of such payments in respect of any tax period does not exceed the lesser of (i) the actual tax liability of the consolidated group or (ii) the amount that EnergySolutions would have been required to pay in respect of federal, state or local income taxes (as the case may be) for such year if EnergySolutions paid such taxes directly as a stand-alone taxpayer at the Assumed Tax Rate, less, in each case, any such taxes payable directly by EnergySolutions. Each Tax Distribution shall be designated as such, and with respect to a particular fiscal quarter of EnergySolutions’ fiscal year, in such EnergySolutions’ books and records.

“Term Commitment” shall mean, with respect to any Term Lender at any time, the amount set forth opposite such Lender’s name on Schedule 4 hereto under the caption “Term Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 11.5(c).

“Term Facility” shall mean, at any time, the aggregate amount of the Term Loans at such time.

“Term Lender” shall mean any Lender that has a Term Commitment.

“Term Loan Maturity Date” shall mean the earlier of (a) December 31, 2013 or (b) the date on which the payment of all outstanding Obligations shall be due (whether by acceleration or otherwise).

“Term Loans” shall mean, collectively, the amounts advanced by the Term Lenders to EnergySolutions in an aggregate amount of $250,000,000, as set forth on Schedule 4 attached hereto.

“Type” refers to the distinction between Loans bearing interest at the Base Rate and Loans bearing interest at the Eurodollar Rate.

“U.K. Acquisition” shall mean the acquisition by EnergySolutions and its Subsidiaries of 100% of the capital stock of Reactor Sites Management Company Limited that shall have been consummated or shall be consummated simultaneously with or immediately following the closings under the Second Lien Term Loans in accordance with the SPA all other related documentation (without amendment, modification or waiver thereof which is materially adverse to the Lenders (as reasonably determined by the Arranger) without the prior consent of the Arranger).

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“WPG” shall mean Western Pacific Group, L.C., ▇▇▇▇▇▇▇ Investments, Inc. and/or any of their respective Affiliates.

Section 1.2 Defined Agreements as Modified.

Each definition of an agreement or instrument in this Article 1 shall include such agreement or instrument as amended, modified, renewed or restated from time to time in accordance herewith.

Section 1.3 Computation of Time Periods; Other Definitional Provisions.

In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in the Loan Documents to any agreement or contract “as amended” shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. All notices shall be required to be in writing.

Section 1.4 Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.1(k) (“GAAP”).

Section 1.5 Pro Forma Calculations.

For purposes of computing each of the Leverage Ratio and the Interest Coverage Ratio for any purpose hereunder, such ratio (and any financial calculations or components required to be made or included therein) shall be determined, with respect to the relevant period, after giving pro forma effect to the U.K. Acquisition, each Permitted Acquisition and disposition of a Person, line of business or division consummated during such period (including, in each case, any incurrence, assumption, refinancing or repayment of Indebtedness for Money Borrowed), as if such U.K. 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.

Term Loans

Section 2.1 The Term Loans.

The Lenders who have agreed to make Term Loans agree, severally in accordance with their respective Term Commitments as set forth on Schedule 4 hereof and not jointly, upon the terms and subject to the conditions of this Agreement, to lend to EnergySolutions, on the Agreement Date, an aggregate amount equal to $200,000,000. After the Agreement Date, the Term Loans will bear interest at the Eurodollar Basis or the Base Rate Basis as provided in Section 2.2 hereof. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.

Section 2.2 Manner of Borrowing and Disbursement.

(a) Choice of Interest Rate, Etc.

(i) Any Loan made as a Term Loan shall, at the option of EnergySolutions, bear interest as a Base Rate Term Loan, or, subject to Article 10 hereof, and except for the first five (5) Business Days after the Agreement Date, a Eurodollar Term Loan. Any notice given to the Administrative Agent in connection with a requested Loan hereunder shall be given to the Administrative Agent prior to 12:30 p.m. (New York time) in order for such Business Day to count toward the minimum number of Business Days required.

(ii) On the date on which the aggregate unpaid principal amount of any Eurodollar Term Loan shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000 or $5,000,000, respectively, such Eurodollar Term Loan shall automatically, on the last day of the then existing Interest Period therefor, be continued as a Base Rate Term Loan.

(iii) If EnergySolutions shall fail to select the duration of any Interest Period for any Eurodollar Term Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1, the Administrative Agent will forthwith so notify EnergySolutions and the Lenders which have made such Eurodollar Term Loan, whereupon each such Eurodollar Term Loan shall automatically, on the last day of the then existing Interest Period therefor, be continued as a Base Rate Term Loan.

(iv) Upon the occurrence and during the continuance of any Default, (1) each Eurodollar Term Loan will automatically, on the last day of the then existing Interest Period therefor, be continued as a Base Rate Term Loan and (2) the obligation of the Lenders to continue any Eurodollar Term Loan shall be suspended.

(b) Base Rate Term Loans.

(i) Initial Term Loans. EnergySolutions shall give the Administrative Agent in the case of initial Base Rate Term Loans at least one (1) Business Day’s irrevocable prior written notice in the form of a Request for Loan, or telephonic notice followed immediately by a Request for Loan; provided, however, that EnergySolutions’ failure to confirm any telephonic notice with a Request for Loan shall not invalidate any notice so given.

(ii) Continuations of Base Rate Term Loans. Upon at least one (1), with respect to items (B) and (C) of this sentence, or three (3), with respect to item (A) of this sentence, Business Days’ irrevocable prior written notice to the Administrative Agent, EnergySolutions shall specify whether all or a portion of each Base Rate Term Loan outstanding on the related Payment Date (A) is to be continued in whole or in part as one or more Eurodollar Term Loans for the Interest Period(s) selected, (B) is to be continued in whole or in part as one or more Base Rate Term Loans, or (C) is to be repaid and not reborrowed.

(i) Initial Loans. EnergySolutions shall give the Administrative Agent in the case of any initial Eurodollar Term Loan at least two (2) Business Days’ irrevocable prior written notice in the form of a Request for Loan or Request for Term Loan Eurodollar Basis, or telephonic notice followed immediately by a Request for Loan or Request for Term Loan Eurodollar Basis; provided, however, that EnergySolutions’ failure to confirm any telephonic notice with a Request for Loan or Request for Term Loan Eurodollar Basis shall not invalidate any notice so given. The Administrative Agent, whose determination shall be conclusive absent manifest error, shall determine the available Eurodollar Basis and shall notify EnergySolutions of such Eurodollar Basis. EnergySolutions shall promptly notify the Administrative Agent by telephone or telecopy, and shall immediately confirm any such telephonic notice in writing, of its selection of a Eurodollar Basis and Interest Period for such Loan; provided, however, that EnergySolutions’ failure to confirm any such telephonic notice in writing shall not invalidate any notice so given.

(ii) Continuations of Eurodollar Term Loans. Upon at least one (1), with respect to items (B) and (C) of this sentence, or three (3), with respect to item (A) of this sentence, Business Days’ irrevocable prior written notice to the Administrative Agent, EnergySolutions shall specify whether all or a portion of each Eurodollar Term Loan outstanding on the related Payment Date (A) is to be continued in whole or in part as one or more Eurodollar Term Loans for the Interest Period(s) selected, (B) is to be continued in whole or in part as a Base Rate Term Loan, or (C) is to be repaid and not reborrowed.

(d) Notification of Lenders. Upon receipt of a Request for Loan, the Administrative Agent shall promptly notify each Lender by telephone or telecopy of the contents thereof and the amount of such Lender’s portion of the related Term Loan. Each Lender shall, not later than 2:30 p.m. (New York time) on the date of borrowing specified in such notice, make available to the Administrative Agent at the Administrative Agent’s Account, or at such account as the Administrative Agent shall designate, the amount of its portion of any Term Loan which represents an additional borrowing hereunder in immediately available funds.

(e) Disbursement.

(i) Unless the Administrative Agent shall have received notice from a Lender prior to 2:30 p.m. (New York time) on the date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Loan, the Administrative Agent may assume that such Lender has made or will make such portion available to the Administrative Agent on the date of such Loan and the Administrative Agent may in its sole discretion and in reliance upon such assumption, make available to EnergySolutions on such date a corresponding amount. If and to the extent the Lender does not make such ratable portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to EnergySolutions until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first three (3) days and thereafter at the Federal Funds Rate plus one percent (1%).

(ii) If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s portion of the applicable Loan for purposes of this Agreement. If such Lender does not repay such corresponding amount immediately upon the Administrative Agent’s demand therefor, the Administrative Agent shall notify EnergySolutions and EnergySolutions shall immediately pay such corresponding amount to the Administrative Agent, together with interest thereon. The failure of any Lender to fund its portion of any Loan shall not relieve any other Lender of its obligation hereunder to fund its respective portion of the Loan on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender.

Section 2.3 Interest.

(a) On Base Rate Term Loans. Interest on each Base Rate Term Loan shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed and shall be payable at the Base Rate Basis for such Base Rate Term Loan, in arrears on the applicable Payment Date for the period through the date immediately preceding such Payment Date. Interest on Base Rate Term Loans then outstanding shall also be due and payable on the Term Loan Maturity Date.

(b) On Eurodollar Term Loans. Interest on each Eurodollar Term Loan shall be computed on the basis of a 360-day year for the actual number of days elapsed and shall be payable at the Eurodollar Basis for such Eurodollar Term Loan, in arrears on the applicable Payment Date for the period through the day immediately preceding such Payment Date, and, in addition, if the Interest Period for a Eurodollar Term Loan exceeds three (3) months, interest on such Eurodollar Term Loan shall also be due and payable in arrears on every three-month anniversary of the first day of such Interest Period. Interest on Eurodollar Term Loans then outstanding shall also be due and payable on the Term Loan Maturity Date.

(c) Interest if No Notice of Selection of Interest Rate Basis. With respect to any Loan, if EnergySolutions fails to give the Administrative Agent timely notice of its selection of a Eurodollar Basis, or if for any reason a determination of a Eurodollar Basis for any Loan is not timely concluded, the Base Rate Basis shall apply to such Loan.

(d) Interest upon Default. Immediately upon the occurrence of an Event of Default hereunder, all overdue principal in respect of the Loans, together with accrued and unpaid overdue interest, premium and other unpaid sums, shall bear interest at the Default Rate. Such interest shall be payable on demand and shall accrue until the earliest of (a) waiver or cure (to the satisfaction of the Lenders required under Section 11.12 hereof to waive or cure) of such Event of Default, or (b) agreement by the Majority Lenders to rescind the charging of interest at the Default Rate, or (c) payment in full of the Obligations.

(e) Eurodollar Term Loans. At no time may the number of outstanding Eurodollar Term Loans exceed eight (8).

(f) Applicable Margin. With respect to any Loan hereunder, the Applicable Margin shall be with respect to any Term Loan, (x) 4.50% for Eurodollar Term Loans and (y) 3.50% for Base Rate Term Loans.

Section 2.4 Repayment.

Any unpaid principal and interest of the Term Loans shall be due and payable in full on the Term Loan Maturity Date.

Section 2.5 Fees Payable Under the Fee Letter.

EnergySolutions agrees to pay such fees as are mutually agreed upon and as are described in the Fee Letter.

Section 2.6 Optional Prepayments and Application of Prepayments.

(a) After the satisfaction of the Discharge Conditions or with the written consent of the First Lien Lenders pursuant to Section 11.12 of the First Lien Credit Agreements, optional prepayments may be made as follows:

(i) Optional Prepayment of Loans. Subject to Section 2.6(a)(ii), the principal amount of any Base Rate Term Loan may be prepaid in full or in part at any time, without penalty or premium and without regard to the Payment Date for such Loan, upon not less than one (1) Business Day’s prior written notice to the Administrative Agent of such prepayment. Subject to Section 2.6(a(ii) and Section 2.11, Eurodollar Term Loans may be prepaid prior to the due date thereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent. Partial prepayments shall be in a principal amount of not less than $1,000,000 and in an integral multiple of $500,000. A notice of prepayment shall be irrevocable.

(ii) Application of Prepayment. Each prepayment of the Term Loans shall be applied (i) first, in direct order of maturities, to the next four scheduled principal repayment installments of the Term Facility and (ii) second, to the other principal repayment installments of the Term Facility on a pro rata basis. The prepayment of any principal amount of Loans shall be made with accrued interest to the date of such prepayment on the aggregate principal amount prepaid and EnergySolutions shall reimburse the Lenders and the Administrative Agent, on demand, for any loss or out-of-pocket expense incurred by any Lender Party or the Administrative Agent in connection with such prepayment, as set forth in Section 2.11 hereof. Any prepayment under this Agreement shall not affect EnergySolutions’ obligation to continue making payments under any Secured Hedge Agreements, which shall remain in full force and effect notwithstanding such prepayment, subject to the terms of such Secured Hedge Agreements.

(b) Notwithstanding Section 2.6(a) above, prior to the satisfaction of the Discharge Conditions and without the written consent of the First Lien Lenders pursuant to Section 11.12 of the First Lien Credit Agreements, optional prepayments may be made with the proceeds of:

(i) an IPO Reorganization (which, for the avoidance of doubt, shall include an initial public offering of the shares of common stock of Parent); or

(ii) NDA Contract Reimbursement.

(c) Call Protection. In the event that the Loans are prepaid or repaid either pursuant to Section 2.6 or 2.7 and either in whole or in part, between March 31, 2008 and June 30, 2010, the Borrower shall pay to the Term Lenders a prepayment premium (expressed as a percentage of the prepayment amount) on the amount so prepaid or repaid as follows:


Date		Prepayment Premium
Amendment Effective Date to March 31, 2008		Par
March 31, 2008 to June 30, 2009		2.0%
June 30, 2009 to June 30, 2010		1.0%
June 30, 2010 and thereafter		Par

Section 2.7 Mandatory Prepayments.

(a) In addition to the scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall prepay the Term Loans in an amount equal to 100% of the Net Proceeds (w) from any sale or disposition by Holdco, Parent or any of their Subsidiaries of any interest in any Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Permitted Asset Sales (other than any Excluded Asset Sales) and (y) except as set forth in Section 5.5(e) hereof, received as a result of a casualty or condemnation. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions or the affected Subsidiary in accordance with Section 2.6(b). EnergySolutions shall also prepay the Term Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of EnergySolutions, and so long as no Default or Event of Default shall have occurred and be continuing, EnergySolutions may reinvest all or any portion of such Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Secured Parties and (ii) if any Net Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Loans in accordance with Section 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.7(a), “Net Proceeds” shall exclude all Net Proceeds received by Duratek and its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek.

(b) In addition to the scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall prepay the Term Loans in an amount equal to one hundred percent (100%) of the Net Proceeds received after the Agreement Date from any Indebtedness for Money Borrowed incurred by Holdco, EnergySolutions, Parent or any of their Subsidiaries, except for Indebtedness for Money Borrowed (i) permitted by Section 7.1 hereof or (ii) incurred in connection with any Permitted Investments or Permitted Acquisitions permitted

(c) under Section 7.6 hereof (including any Indebtedness assumed by EnergySolutions or the Subsidiaries in connection with any such Permitted Investment or Permitted Acquisition), to the extent that upon consummation of any such Permitted Investment or Permitted Acquisition such Net Proceeds were invested in, or used to acquire, such Permitted Investment or Permitted Acquisition. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions, Parent or the affected Subsidiary in accordance with Section 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.7(b), “Net Proceeds” shall exclude all Net Proceeds received from any Indebtedness for Money Borrowed incurred by Duratek and its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek.

(d) In addition to the scheduled repayments provided for in Section 2.4 hereof, for each fiscal quarter during the term hereof, on or prior to the fifth Business Day following delivery of the financial statements required by Sections 6.1 and 6.2 hereof for the most recently completed fiscal quarter, (x) so long as the Leverage Ratio as of the end of the most recently completed fiscal quarter is equal to or greater than 3.0 to 1.0, EnergySolutions shall prepay the Term Loans in an amount equal to the difference between (i) fifty percent (50%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period, (y) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than 3.0 to 1.0 and greater than 1.0 to 1.0, EnergySolutions shall prepay the Term Loans in an amount equal to the difference between (i) twenty-five percent (25%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period and (z) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than or equal to 1.0 to 1.0, EnergySolutions shall not be required prepay the Term Loans.

(e) Any prepayment pursuant to this Section 2.7 shall be made in the manner set forth in Section 2.6(b).

(f) Notwithstanding the foregoing provisions of this Section 2.7, no mandatory prepayment of the Loans shall be made pursuant to this Section 2.7 or be due and payable until such time as no principal, interest, fees and other due and payable amounts are owed under the First Lien Credit Agreements (or any refinancings thereof) or otherwise consented to by the Majority Lenders (as defined in the First Lien Credit Agreements) under the First Lien Credit Agreements or as otherwise permitted thereunder.

(g) Any prepayments made pursuant to this Section 2.7 shall be subject to the call protection provisions of Section 2.6(c).

Section 2.8 Evidence of Debt.

(a) The Loans shall be repayable in accordance with the terms and provisions set forth herein. Upon the request of any Lender, Notes shall be issued by EnergySolutions and payable to the order of such Lender reflecting such Lender’s Term Loans. The Notes issued by EnergySolutions to the Lenders shall be duly executed and delivered by one or more Authorized Signatories.

(b) Each Lender Party shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of EnergySolutions to such Lender Party resulting from each Loan owing to such Lender Party from time to time, including the amounts of principal and interest payable and paid to such Lender Party from time to time hereunder.

(c) The Register maintained by the Administrative Agent pursuant to Section 11.5(c) shall include a control account, and a subsidiary account for each Lender Party, in which accounts (taken together) shall be recorded (i) the date and amount of each Loan made hereunder, the Type of such Loan and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from EnergySolutions to each Lender Party hereunder and (iv) the amount of any sum received by the Administrative Agent from EnergySolutions hereunder and each Lender Party’s share thereof.

(d) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.9(c) above, and by each Lender Party in its account or accounts pursuant to Section 2.9(b) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from EnergySolutions to, in the case of the Register, each Lender Party and, in the case of such account or accounts, such Lender Party, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of EnergySolutions under this Agreement.

Section 2.9 Manner of Payment.

(a) Each payment (including any prepayment) by EnergySolutions on account of the principal of or interest on the Loans, commitment fees and any other amount owed to the Lender Parties, the Administrative Agent or any of them under this Agreement shall be made not later than 2:00 p.m. (New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Account, for the account of the Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds without set-off or counterclaim. Any payment received by the Administrative Agent after 2:00 p.m. (New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment hereunder at or prior to 2:00 p.m. (New York time) on any Business Day shall be deemed to constitute receipt on such Business Day. In the case of a payment for the account of a Lender Party, the Administrative Agent will promptly thereafter (and, if such amount is received before 2:00 p.m. (New York time), on the same day) distribute the amount so received in like funds to such Lender Party. If the Administrative Agent shall not have received any payment from EnergySolutions as and when due, the Administrative Agent will promptly notify the Lender Parties accordingly. Only upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) EnergySolutions agrees to pay principal, interest, fees and all other Obligations due hereunder, under the Fee Letter, under any Notes or under the other Loan Documents without set-off or counterclaim or any deduction whatsoever (other than any deductions or withholdings required by law on account of Taxes).

(c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from EnergySolutions are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority:

(i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date;

(ii) second, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date;

(iii) third, to the payment of all of fees and the accrued and unpaid interest and any premiums on the Obligations of EnergySolutions under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date;

(iv) fourth, ratably to the payment of the principal amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into);

(v) fifth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

(vi) sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

(d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of the aggregate principal amount of the Loans outstanding at such time.

(e) Subject to any contrary provisions in the definition of “Interest Period,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Term Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(f) Unless the Administrative Agent shall have received notice from EnergySolutions prior to the date on which any payment is due to any Lender Party hereunder that EnergySolutions will not make such payment in full, the Administrative Agent may assume that EnergySolutions has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent EnergySolutions shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Section 2.10 Reimbursement.

(a) Whenever any Lender shall sustain or incur any losses or out-of-pocket expenses in connection with (i) failure by EnergySolutions to borrow any Eurodollar Term Loan after having given notice of its intention to borrow in accordance with Section 2.2 hereof (whether by reason of EnergySolutions’ election not to proceed or the non-fulfillment of any of the conditions set forth in Article 3), or (ii) payment of any Eurodollar Term Loan in whole or in part pursuant to Section 2.2(a)(i), 2.6, 2.7 10.2 or 11.24, acceleration of the maturity of the Loans pursuant to Section 8.2 or for any other reason, EnergySolutions agrees to pay to such Lender, upon demand, an amount sufficient to compensate such Lender for all such losses and reasonable out-of-pocket expenses. Such Lender’s good faith determination of the amount of such losses or out-of-pocket expenses, as set forth in writing pursuant to Section 2.10(b) hereof, and accompanied by calculations in reasonable detail demonstrating the basis for its demand, shall be presumptively correct, absent manifest error.

(b) Losses subject to reimbursement hereunder shall be (i) any loss incurred by any Lender in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and the amount of such loss shall be the excess, if any, of (1) the interest or other cost to such Lender of the deposit or other source of funding used to make any such Eurodollar Term Loan (but specifically excluding any Applicable Margin) for the remainder of its Interest Period, over (2) the interest earned (or to be earned) by such Lender upon the re-lending or other redeployment of the amount of such Eurodollar Term Loan for the remainder of its putative Interest Period or (ii) any other expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be.

For the avoidance of doubt, nothing in this Section 2.10 shall be construed to apply to Taxes that are neither Covered Taxes nor Other Taxes.

Section 2.11 Pro Rata Treatment.

(a) Loans. Each Loan from the Lenders shall be made pro rata on the basis of the respective Term Commitments of the Term Lenders as set forth on Schedule 4 hereof with respect to Term Loans.

(b) Payments. Except as specifically provided in Article 10 hereof or elsewhere in this Agreement, each payment and prepayment of principal of the Loans and each payment of interest on the Loans, shall be made to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding immediately prior to such payment or prepayment. If any Lender shall obtain any payment (whether involuntary, through the exercise of any right of set-off, or otherwise) on account of any Loans

made by it in excess of its ratable share of such Loans, such Lender shall forthwith purchase from the other Lenders such interests (whether by purchasing a participation or by assignment) in the applicable Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery; provided further, however, that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Lender in respect of any Type of Loans shall be shared on a pro rata basis only with other Lenders to which Loans of such Type are owing. EnergySolutions agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of EnergySolutions in the amount of such participation.

Section 2.12 Capital Adequacy.

If, after the Agreement Date, the adoption or effectiveness of any Applicable Law regarding the capital adequacy of banks or bank holding companies, or any change or effectiveness in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration or effectiveness thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender Party with any directive issued or adopted after the Agreement Date regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender Party’s capital, as a consequence of its obligations hereunder with respect to the Loans, to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender Party’s policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender Party’s capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender Party to be material, then such Lender Party shall promptly notify EnergySolutions of such adoption, compliance or change. Upon demand by such Lender Party, EnergySolutions shall promptly pay to such Lender Party such additional amounts as shall be sufficient to compensate such Lender Party for such reduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the Default Rate. A certificate of such Lender Party setting forth the amount to be paid to such Lender Party by EnergySolutions as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error. For the avoidance of doubt, this Section 2.12 shall not apply to Taxes.

Section 2.13 Taxes.

(a) Subject to the exclusions and limitations of this Section 2.13 and subject to the Lenders’ compliance with Section 2.13(f), any and all payments by any Loan Party hereunder or under the other Loan Documents shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings (“Taxes”) imposed or assessed on or with respect to payments made under this Agreement or the other Loan Documents by the United States of America or any political subdivisions thereof or therein or any other jurisdiction (including non-U.S. jurisdictions), and all liabilities with respect hereto or thereto (but excluding any tax imposed on or measured by the net income or profits of a Lender or franchise taxes imposed in lieu of net income taxes on overall gross receipts, or any other similar taxes imposed, in each case, as a result of such Lender being organized in, having its principal office or applicable lending office in, engaging in a trade or business in, or having a present or former connection with the jurisdiction imposing such Tax (other than any such trade or business, or connection arising or deemed to arise solely or primarily from any transactions contemplated by this Agreement) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Covered Taxes”).

If any Loan Party shall be required by law to withhold or deduct any Covered Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings on account of Covered Taxes (including deductions applicable to additional sums payable under this Section 2.13(a)) such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Taxes been made, (ii) the applicable Loan Party shall make such deductions or withholdings, and (iii) the applicable Loan Party shall pay the full amount of Covered Taxes deducted to the relevant taxation authority or other authority in accordance with Applicable Law.

(b) EnergySolutions agrees to pay any present or future recordation, transfer, mortgage, stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including any interest and penalties related thereto) imposed by the United States of America or any political subdivision thereof or any other jurisdiction (including non-U.S. jurisdictions) that arise from the execution, delivery, registration of, performance under, or enforcement of, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c) Without duplication of its obligation to pay increased amounts on account of Covered Taxes and Other Taxes pursuant to Sections 2.13(a) and (b), respectively, EnergySolutions shall indemnify each Lender for the full amount of Covered Taxes and Other Taxes (including, without limitation, any Covered Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by such Lender and any penalties, interest and expenses arising therefrom or with respect thereto, whether or not such Covered Taxes or Other Taxes were correctly or legally asserted. Payment by EnergySolutions pursuant to this indemnification shall be made within thirty (30) days from the date such Lender (as the case may be) makes written demand therefor (submitted through the Administrative Agent). A Lender’s failure to provide notice to EnergySolutions shall not relieve EnergySolutions of any of its obligations under this Section 2.13. Notwithstanding the foregoing, where notice is not given within one hundred twenty (120) days after the Lender has actual notice of the assertion of taxes and EnergySolutions does not otherwise have notice of such assertion, no indemnification shall be required for penalties, additions to tax, expenses, and interest accruing on such Covered Taxes or Other Taxes from the date one hundred twenty (120) days after the Lender has actual notice of the assertion of such taxes until the date such notice was actually received by EnergySolutions.

(d) Within thirty (30) days after the date of any payment of Covered Taxes or Other Taxes by the any Loan Party, such Loan Party shall furnish to the Administrative Agent, at its address referred to in Section 11.1 hereof, the original or a certified copy of a receipt evidencing payment thereof. The applicable Loan Party shall compensate each Lender to the extent that such Lender is required to pay any Covered Taxes or Other Taxes (or applicable penalties, interest and expenses) as a result of any failure by such Loan Party to so furnish such copy of such receipt.

(e) The agreements and obligations of the Loan Parties contained in this Section 2.13 shall survive the indefeasible payment in full of the Obligations.

(f) Notwithstanding any provision to the contrary in this Agreement, to the extent that such Person is at such time legally entitled to do so, on the date a Person becomes an Agent or Lender hereunder and at such other times as reasonably requested by EnergySolutions or the Administrative Agent in writing, such Person must provide to EnergySolutions and the Administrative Agent two properly completed and duly executed originals of each of the following, as applicable: (i) Form W-8ECI (in the case of a non-U.S. Person claiming exemption from withholding because the income is effectively connected

with a U.S. trade or business), (ii) Form W-8BEN (in the case of a non-U.S. Person claiming exemption from, or reduction of, withholding tax under an income tax treaty or under the portfolio interest exemption), (iii) with respect to any interest in this Agreement in which a participation has been sold, a Form W-8IMY along with accompanying Form W-8BEN (claiming exemption from withholding under the portfolio interest exemption), (iv) any other applicable form, certificate or document necessary to establish such non-U.S. Person’s entitlement to exemption from United States federal withholding tax or reduced rate with respect to all payments to be made to such non-U.S. Person under this Agreement, or (v) Form W-9 (claiming exemption from backup withholding tax), or any successor forms. Each Agent and Lender agrees that from time to time after the Agreement Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Agent or Lender will, to the extent that such Agent or Lender is at such time legally entitled to do so, deliver to EnergySolutions and the Administrative Agent two new accurate and complete original signed copies of the applicable certification form. Notwithstanding anything to the contrary in this Section 2.13, a Lender shall not be entitled to payment on account of or indemnification for Covered Taxes that are U.S. federal withholding Taxes that are imposed pursuant to a law in effect at the time such Lender becomes a party to this Agreement, except, in the case of an assignee to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Loan Parties with respect to such Tax pursuant to Section 2.13(a) and a Lender shall not be entitled to a payment on account of or indemnification for such Covered Taxes to the extent such Taxes result from the failure of such Lender to comply with the documentation requirements of this Section 2.13(f).

(g) If the Administrative Agent or any Lender determines, in its good faith sole discretion, that it has received a refund of any Covered Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Party has paid additional amounts pursuant to this Section 2.13, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.13 with respect to the Covered Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Agent or such Lender and without interest (other than any interest paid by the relevant governmental authority with respect to such refund); provided, that the Loan Party, upon the request of such Agent or such Lender, agrees to repay the amount paid over to such Loan Party to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such governmental authority. This paragraph shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party or any other Person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to a Loan Party the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Covered Taxes or Other Taxes had never been paid.

(h) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.13 (a), Section 2.13(c) or Section 10.3 with respect to such Lender, it will, if requested by EnergySolutions, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the good faith sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided further that nothing in this Section 2.13 shall affect or postpone any of the obligations of the Loan Party or the rights of any Lender pursuant to Section 2.13(a), Section 2.13(c) or Section 10.3.

Section 2.14 Increase in Commitments.

(a) Borrower Request. EnergySolutions may by written notice to the Administrative Agent elect to request prior to the Term Loan Maturity Date, the establishment of one or more new Term Commitments (each, an “Incremental Second Lien Commitment”), in each case, by an amount not in excess of the Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (or, if less, the amount of the Incremental Commitment Cap). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which EnergySolutions proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of the financial institution to whom EnergySolutions proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

(b) Conditions. The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:

(i) each of the conditions set forth in Section 3.2 shall be satisfied;

(ii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date and the use of proceeds thereof;

(iii) EnergySolutions shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c) Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to the new Commitments shall be as follows:

(i) terms and provisions of Loans made pursuant to Incremental Second Lien Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein, identical to the existing Term Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans);

(ii) any such Incremental Term Loans shall not amortize (on a percentage basis) any faster than the existing Term Loans and shall not mature prior to the Term Loan Maturity Date;

(iii) in the event that the Applicable Margin for the Incremental Loans (inclusive of upfront fees and OID payable to such Lenders) is greater than the Applicable Margin for the existing Term Loans (inclusive of any upfront fees and OID paid to the existing Lenders), then the Applicable Margin for the corresponding class of existing Loans shall be increased to the extent necessary such that the Applicable Margin for the existing class of Loans is equal to the Applicable Margin for the Incremental Loans; and

(iv) participation in the Incremental Second Lien Commitments and Incremental Commitments shall be offered to banks, financial institutions and other entities reasonably acceptable to EnergySolutions and the Administrative Agent.

(d) Making of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to EnergySolutions in an amount equal to its new Commitment.

(e) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Incremental Term Loans or Incremental Commitments.

Section 2.15 Termination of Commitments.

The Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Agreement Date.

ARTICLE 3.

Conditions Precedent

Section 3.1 Conditions Precedent to Initial Loans.

(a) Agreement Date. Notwithstanding anything contained herein to the contrary, the obligation of any Lender to make a Loan on the Agreement Date shall be conditioned upon satisfaction of the conditions precedent as noted in the Commitment Letter. The obligation of any Lender to make a Loan on the Agreement Date is subject to the satisfaction of all conditions precedent set forth below:

(i) The Arranger shall have received:

(A) this Agreement, duly executed by (i) Holdco, EnergySolutions, the Administrative Agent and the other parties hereto, and (ii) such other documentation as the Arranger shall reasonably determine necessary to evidence the new Commitments and the guarantee and security thereof, in each case in form and substance satisfactory to the Arranger;

(B) a duly executed Request for Loan and (if applicable) Request for Term Loan Eurodollar Basis;

(C) the loan certificate of EnergySolutions, in substantially the form attached hereto as Exhibit L, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the Articles of Organization of EnergySolutions, certified to be true, complete and correct by the Utah Department of Commerce, and a true, complete and correct copy of the operating agreement of EnergySolutions, (B) certificates of good standing for EnergySolutions issued by the Secretary of State or similar state official for each state in which EnergySolutions is required to qualify or has qualified to do business, (C) a true, complete and correct copy of the appropriate authorizing resolutions of EnergySolutions, authorizing EnergySolutions to execute, deliver and perform

this Agreement and the other Loan Documents to which it is a party, and (D) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of EnergySolutions;

(D) the results of a recent lien search in each relevant jurisdiction (including, without limitation, in the United States Patent and Trademark Office and the United States Copyright Office) with respect to EnergySolutions and each Guarantor, and such search shall reveal no liens on any of the outstanding shares issued by EnergySolutions and no liens on any of the assets of EnergySolutions or any Guarantor, other than liens permitted by the Loan Documents or liens to be discharged on or prior to the Agreement Date pursuant to documentation satisfactory to the Administrative Agent;

(E) legal opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to EnergySolutions, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, Utah counsel to EnergySolutions, and (iii) ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, special counsel to EnergySolutions and its Subsidiaries; each as counsel to EnergySolutions and its Subsidiaries, addressed to each Lender, the Administrative Agent and the Collateral Agent, in form and substance reasonably satisfactory to the Arranger and their counsel, and dated as of the Agreement Date;

(F) business projections for the EnergySolutions and its Subsidiaries for each fiscal quarter through December 31, 2007 and for years 2007 through 2012;

(G) a completed Perfection Certificate substantially in the form of Exhibit R to this Agreement, executed by an Authorized Signatory of each Loan Party, together with all attachments contemplated thereby;

(H) a loan certificate from Holdco and each other Loan Party, in substantially the form of Exhibit M, N or O, as applicable, including a certificate of incumbency with respect to each officer or partner authorized to execute Loan Documents on behalf of such Person, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the certificate or articles of incorporation of such Person or certificate of formation of such Subsidiary, as applicable, certified to be true, complete and correct by the Secretary of State of the jurisdiction of incorporation or of formation of such Subsidiary, (B) certificates of good standing for such Person issued by the Secretary of State or similar state official of each state in which such Person is organized or required to qualify to do business, (C) a true, complete and correct copy of the by-laws, operating agreement or partnership agreement, as applicable, of such Person, and (D) a true, complete and correct copy of the resolutions of such Person authorizing it to execute, deliver and perform the Loan Documents to which it is a party;

(I) copies of reasonably satisfactory insurance brokers’ letters, binders or certificates covering the assets of EnergySolutions and its Subsidiaries, and otherwise meeting and covering the requirements of Section 5.5 hereof;

(J) duly executed Security Agreements and Pledge Agreements, together with proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect and protect the Second Priority liens and security interests created under the Security Agreements, covering the Collateral described in the Security Agreements, together with satisfactory evidence that the appropriate stock certificates and undated

stock powers executed in blank and appropriate acknowledgments by the pledged limited liability companies and pledged partnerships have been delivered to the First Lien Administrative Agent;

(K) evidence that all other recordings and filings of or with respect to each Security Document shall have been completed and that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Documents shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements) and the Administrative Agent shall have received such assurances, including, without limitation, title insurance and opinions of counsel, as the Administrative Agent may deem appropriate to establish the Loan Parties’ title to, and the due creation and perfection of the Administrative Agent’s liens on and security interests in, the Collateral and the absence of any unpermitted liens on or interests in the Collateral, in form and substance satisfactory to the Administrative Agent;

(L) duly executed Notes (to the extent requested by any Lenders);

(M) all other documents and other instruments as are provided in connection with the closing of the Credit Agreement; and

(N) the Subsidiary Pledge Agreement and the Holdco Pledge Agreement, together with satisfactory evidence that the appropriate stock certificates and undated stock powers executed in blank and appropriate acknowledgments by the pledged limited liability companies and pledged partnerships have been delivered to the First Lien Administrative Agent.

(ii) The U.K. Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the initial Loans hereunder in accordance with the SPA (without amendment, modification or waiver thereof which is materially adverse to the Lenders (as reasonably determined by the Arranger) without the prior consent of the Arranger).

(iii) The Administrative Agent and the Arranger shall have received all reasonable costs, fees, expenses and other amounts due and payable on or prior to the Agreement Date, including reimbursement or payment of all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Arranger) required to be reimbursed or paid by EnergySolutions, and for which invoices have been presented to EnergySolutions on or prior to the Agreement Date.

(iv) The Arranger shall have received evidence reasonably satisfactory to them that all material Necessary Authorizations, including all material necessary consents to the execution, delivery and performance by EnergySolutions of this Agreement and the other Loan Documents to which it is a party and by the Subsidiaries and Holdco of the Loan Documents to which they are parties, have been obtained or made, are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the U.K. Acquisition and the Arranger shall have received a certificate of an Authorized Signatory so stating.

(v) All financing statements, the Deed of Trust, Mortgages and other documents relating to the perfection of the Lender’s liens on and security interests in the Collateral shall remain filed or recorded as provided pursuant to the Credit Agreement and the Security Documents.

(vi) All intercompany indebtedness of the Loan Parties shall have been subordinated to their respective obligations hereunder, on terms reasonably acceptable to the Arranger.

(vii) The Lenders shall have received a solvency certificate, signed by the chief financial officer of EnergySolutions and in form and substance satisfactory to the Arranger, together with such other evidence reasonably requested by the Lenders, confirming the solvency of EnergySolutions and its Subsidiaries on a consolidated basis after giving effect to the U.K. Acquisition.

(viii) No material litigation or other proceeding exists concerning the U.K. Acquisition.

Section 3.2 Conditions Precedent to Each Loan.

The obligation of the Lenders to make each Loan (including the initial Loans hereunder but excluding a conversion of all or a portion of a Loan from one Type to the other pursuant to Section 2.2(b) or Section 2.2(c), and a reborrowing or continuation of all or a portion of a Loan of the same Type pursuant to Section 2.2(b) or Section 2.2(c)), is subject to the further conditions precedent that on the date of such Loan or issuance or renewal:

(a) The following statements shall be true (and each of the giving of the applicable Request for Loan, or Notice of Renewal and the acceptance by EnergySolutions of the proceeds of such Loan shall constitute a representation and warranty by EnergySolutions that both on the date of such notice and on the date of such Loan or issuance or renewal such statements are true):

(i) All of the representations and warranties of the Loan Parties under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Loan, shall be true and correct at such time in all material respects as if made at such time (except to the extent they expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), both before and after giving effect to the application of the proceeds of such Loan, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties; and

(ii) No Default has occurred and is continuing, or would result from such Loan or issuance or renewal or from the application of the proceeds therefrom.

(b) The Administrative Agent shall have received a duly executed Request for Loan in accordance with the requirements hereof.

(c) The Administrative Agent shall have received any such additional documentary information reasonably requested and reasonably satisfactory to the Administrative Agent confirming the satisfaction of any of the foregoing conditions in this Section 3.2 if, in the good faith judgment of Administrative Agent, such request is warranted under the circumstances.

ARTICLE 4.

Representations and Warranties

Section 4.1 Representations and Warranties.

EnergySolutions hereby agrees, represents and warrants in favor of the Administrative Agent and each Lender that:

(a) Organization; Ownership; Power; Qualification. EnergySolutions is a limited liability company, or, to the extent permitted by Section 7.4(b)(v), a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. EnergySolutions has the limited liability company power, or corporate power, as applicable, and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted. Each Subsidiary, Holdco and Parent is a corporation, limited liability company or a partnership (as the case may be) duly organized, validly existing and in good standing under the laws of the state of its incorporation, organization or formation (as the case may be), and has the necessary power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted. Holdco, EnergySolutions, Parent and each of their Subsidiaries are duly qualified, in good standing and authorized to do business in each jurisdiction (other than their respective jurisdictions of incorporation, organization or formation) in which the character of their respective properties or the nature of their respective businesses makes such qualification or authorization prudent, except where the failure to be so qualified and in good standing would not reasonably be expected to result in a Material Adverse Change.

(b) Authorization; Enforceability. EnergySolutions has the power and has taken all necessary action to authorize it to borrow hereunder, to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by EnergySolutions and is, and each of the other Loan Documents to which EnergySolutions is party is, a legal, valid and binding obligation of EnergySolutions enforceable against EnergySolutions in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law, (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors’ rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of EnergySolutions), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and may be limited by public policies which may affect the enforcement of certain rights or remedies provided for in this Agreement or the Security Documents.

(c) Subsidiaries and Holdco; Authorization; Enforceability. EnergySolutions’ Subsidiaries, Holdco’s Subsidiaries and all Investments of EnergySolutions and Holdco and their direct and indirect ownership thereof are set forth as of the Agreement Date on Schedule 1, all of the economic and voting interests in Holdco other than the Management Participation Rights are set forth on Schedule 5 attached hereto, and except as set forth on Schedule 1 attached hereto, EnergySolutions and Duratek have the unrestricted right to vote the issued and outstanding shares of their corporate Subsidiaries, and the right to vote their partnership and membership interests in such partnership and limited liability company Subsidiaries in accordance with the terms of the applicable partnership agreement or operating agreement shown thereon; such shares of such

corporate Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each of Holdco, EnergySolutions, Parent and their Subsidiaries has the necessary power and authority, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which a Loan Party is party is a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law, (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors’ rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of such Subsidiary or Holdco), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and may be limited by public policies which may affect the enforcement of certain rights or remedies provided for in such Loan Documents.

(d) Consents, Applicable Law, Conflicts and Liens. Except as set forth on Schedule 6 hereto, the execution, delivery and performance, in accordance with their respective terms, by EnergySolutions of this Agreement and any Notes, and by Holdco, EnergySolutions, Parent and their Subsidiaries of each of the other Loan Documents to which they are respectively party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any material consent or approval, governmental or otherwise, not already obtained, (ii) violate any Applicable Law respecting Holdco, EnergySolutions, Parent or their Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under the certificate or articles of incorporation or by-laws, operating agreement or the partnership agreement, as the case may be, as such documents are amended, of Holdco, of EnergySolutions, of Parent or of any of their Subsidiaries, or under any material indenture, agreement, or other instrument, to which Holdco, EnergySolutions, Parent or any of their Subsidiaries is a party or by which any of them or their respective properties may be bound, (iv) conflict with, result in a breach of, or constitute a default or violation of, the terms and conditions of any of the Necessary Authorizations, except in the case of any conflict, breach, default or violation of any of the Environmental Permits not reasonably expected to result, individually or in the aggregate with all other exceptions to the representations and warranties in Section 4.1(aa)(i) hereof, in a Material Adverse Change or (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Holdco, EnergySolutions, Parent or any of their Subsidiaries except for Permitted Liens.

(e) Business. On the Agreement Date and prior to the IPO Reorganization, Holdco is a holding company for EnergySolutions and EnergySolutions, together with its Subsidiaries and Holdco, is engaged in the business of owning, operating and investing in the Permitted Businesses. Upon the occurrence of the IPO Reorganization, Holdco is and will be a holding company for Parent, Parent is a direct or indirect holding company for each of EnergySolutions and Duratek and Parent, together with its Subsidiaries and Holdco, is engaged in the business of owning, operating and investing in the Permitted Businesses.

(f) Licenses, Etc. The Necessary Authorizations have been duly authorized by the grantors thereof and are in full force and effect. EnergySolutions and the Subsidiaries are in compliance in all material respects with all of the provisions of the Necessary Authorizations. Except as set forth on Schedule 7 attached hereto, EnergySolutions and the Subsidiaries have secured all Necessary Authorizations and all such Necessary Authorizations are in full force and

effect. Except as set forth on Schedule 7 attached hereto, none of the material Necessary Authorization is the subject of any pending or, to EnergySolutions’ or Duratek’s knowledge, threatened revocation.

(g) Compliance with Law. Holdco, EnergySolutions, Parent and their Subsidiaries are in compliance with all Applicable Law except to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Change.

(h) Title to Assets. Each of EnergySolutions, Parent and each of their respective Subsidiaries has (i) good, defensible, insurable, legal and beneficial fee simple title to (in the case of fee interests in real property), (ii) valid and enforceable leasehold interests in (in the case of leasehold interests in real or personal property) and (iii) good and defensible title to (in the case of all other personal property), all of its properties and assets. None of such properties or assets held by Holdco, Parent, EnergySolutions or their Subsidiaries, is subject to any Liens, except for Permitted Liens. Except for financing statements evidencing Permitted Liens, no financing statement under the Uniform Commercial Code as in effect in any jurisdiction and no other filing which names Holdco, Parent, EnergySolutions or their Subsidiaries as debtor or which covers or purports to cover any of the assets of Holdco, Parent, EnergySolutions or their Subsidiaries is currently effective and on file in any state or other jurisdiction, and none of Holdco, Parent, EnergySolutions or their Subsidiaries has signed any such financing statement or filing or any security agreement authorizing any secured party thereunder to file any such financing statement or filing.

(i) Litigation. There is no action, suit, revocation, proceeding or investigation pending against, or, to EnergySolutions’ knowledge, threatened against or in any other manner relating adversely to, Holdco, Parent, EnergySolutions or their Subsidiaries or any of their respective properties, including without limitation any of the Necessary Authorization, in any court or before any arbitrator of any kind or before or by any governmental body, except as described on Schedule 8 attached hereto as of the Agreement Date or as subsequently disclosed to the Administrative Agent and the Lenders pursuant to Section 6.5 hereof; and no such action, suit, proceeding or investigation could reasonably be expected to have an adverse outcome which (i) calls into question the validity of this Agreement or any other Loan Document, (ii) challenges the continued possession and use of any License, by Holdco, Parent, EnergySolutions or their Subsidiaries or any Person in which EnergySolutions has, directly or indirectly, an Investment and such challenge could result in a Default pursuant to Section 8.1(k) hereof, or (iii) except as expressly set forth on Schedule 8 (or as disclosed pursuant to Section 6.5), could have a Material Adverse Change.

(j) Taxes. Except as set forth on Schedule 16, as of Agreement Date all federal, material state and other material tax returns (including information returns) of Holdco, Parent, EnergySolutions and each of their Subsidiaries required by law to be filed have been duly filed and all federal, state and other Taxes, including, without limitation, withholding taxes, assessments and other governmental charges or levies required to be paid by Holdco, Parent, EnergySolutions or their Subsidiaries or imposed upon Holdco, Parent, EnergySolutions or their Subsidiaries or any of their respective properties, income, profits or assets, which are due and payable, have been paid, except (x) any such taxes (i) the payment of which Holdco, Parent, EnergySolutions or any of their respective Subsidiaries is diligently contesting in good faith by appropriate proceedings, (ii) for which adequate reserves in accordance with GAAP have been provided on the books of Holdco, Parent, EnergySolutions or their Subsidiaries and (iii) as to which no Lien other than a Permitted Lien has attached and no foreclosure, distraint, sale or similar proceedings have been commenced and (y) except to the extent the failure off such tax returns to have been so filed or such taxes to have been paid would not reasonably be expected to have a Material Adverse

Change. Each of Holdco, Parent, EnergySolutions or their Subsidiaries has made adequate provision in accordance with GAAP for all taxes not yet due and payable, except as could not reasonably be likely to, individually or in the aggregate, have a Material Adverse Change. Each of Holdco, Parent, EnergySolutions or their Subsidiaries is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change. None of Holdco, Parent, EnergySolutions or their Subsidiaries has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of the Code or within the meaning of Section 6111(c) or Section 6111(d) of the Code as in effect immediately prior to the enactment of the American Jobs Creation Act of 2004, or has ever “participated” in a “reportable transaction” within the meaning of Treasury regulation Section 1.6011-4, except as could not reasonably be likely to, individually or in the aggregate, have a Material Adverse Change.

(k) Financial Statements. EnergySolutions has furnished or caused to be furnished to the Administrative Agent and the Lenders its (or its predecessor’s) audited financial statements on a consolidated basis with its Subsidiaries for the fiscal year ended December 31, 2006, which, together with other financial statements furnished to the Administrative Agent and the Lenders subsequent to the Agreement Date, are complete and correct in all material respects and present fairly in accordance with GAAP the financial position of EnergySolutions and its Subsidiaries on a consolidated basis on and as at such dates and the results of operations for the periods then ended. Except as provided on Schedule 9 attached hereto, none of EnergySolutions, any of its Subsidiaries or Holdco has any material liabilities, contingent or otherwise, other than (i) as disclosed in the financial statements referred to in the preceding sentence, (ii) those that would not reasonably be expected to have a Material Adverse Change and (iii) as set forth or referred to in this Agreement.

(l) No Adverse Change. Since March 31, 2007, there has occurred no event which has had or which could reasonably be expected to have a Material Adverse Change.

(m) ERISA. EnergySolutions and each Subsidiary and each of their respective Plans are in compliance in all respects with ERISA and the Code, including Section 4980 B of the Code, except as could not reasonably be expected to have a Material Adverse Change. Neither Parent nor any of the Subsidiaries has incurred any accumulated funding deficiency within the meaning of Section 412 of the Code with respect to any Plan. No ERISA Affiliate has incurred any accumulated funding deficiency within the meaning of Section 412 of the Code with respect to any ERISA Affiliate Plan, except as could not reasonably be expected to have a Material Adverse Change. No Reportable Event, for which the 30-day notice requirement has not been waived, has occurred and is continuing with respect to any Plan, except as could not reasonably be expected to result in a Material Adverse Change. No Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would reasonably be expected to subject EnergySolutions, Parent or any of the Subsidiaries to a tax or penalty in any amount on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code or an obligation to indemnify any other person for such tax or penalty, except as could not reasonably be expected to result in a Material Adverse Change. None of EnergySolutions, any Subsidiary or any of their ERISA Affiliates (i) has incurred or reasonably expects to incur any liability with respect to a withdrawal from any Multiemployer Plan, except as could not reasonably be expected to have a Material Adverse Change, or (ii) has received any notice concerning a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, except as could not reasonably be expected to have a Material Adverse Change.

(n) Compliance with Regulations T, U, and X. None of Holdco, Parent, EnergySolutions or any of their Subsidiaries is engaged principally in or has as one of its important activities the business of purchasing or carrying, or extending credit for the purpose of purchasing or carrying, any margin stock within the meaning of Regulations T, U, and X of the Board of Governors of the Federal Reserve System; nor will any proceeds of the Loans be used for such purpose.

(o) Investment Company Act. None of Holdco, Parent, EnergySolutions or any of their Subsidiaries is required to register under the provisions of the Investment Company Act of 1940, as amended, and neither the entering into or performance by Holdco, Parent, EnergySolutions or any of their Subsidiaries of this Agreement nor the issuance of any Notes violates any provision of such Act or requires any consent, approval or authorization of, or registration with, the Securities and Exchange Commission or any other governmental or public body or authority pursuant to any provisions thereof.

(p) Governmental Regulation. Except as set forth on Schedule 6 hereto, none of Holdco, Parent, EnergySolutions or any of their Subsidiaries is required to obtain any consent, approval, authorization, permit or license which has not already been obtained from, or effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority in connection with the execution and delivery of this Agreement. None of Holdco, Parent, EnergySolutions or any of their Subsidiaries is required to obtain any consent, approval, authorization, permit or license which has not already been obtained from, or effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority in connection with the performance, in accordance with their respective terms, of this Agreement or any other Loan Document.

(q) Absence of Default, Etc. Holdco, Parent, EnergySolutions and all of their Subsidiaries are in compliance in all respects with all of the provisions of their respective certificates or articles of organization or incorporation and by-laws, operating agreement or partnership agreements, as the case may be, and no event has occurred or failed to occur (including, without limitation, any matter which could create a Default hereunder by cross-default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, or with the passage of time or giving of notice or both would constitute, (i) an Event of Default or (ii) a material default by Holdco, Parent, EnergySolutions or any of their Subsidiaries under any material agreement or other instrument relating to Indebtedness of Holdco, Parent, EnergySolutions or any of their Subsidiaries in the amount of $5,000,000 or more, any of the Necessary Authorization, or any judgment, decree or order in the amount of $5,000,000 or more to which Holdco, Parent, EnergySolutions or any of their Subsidiaries is a party or by which Holdco, Parent, EnergySolutions or any of their Subsidiaries or any of their respective properties may be bound or affected. None of Holdco, Parent, EnergySolutions or any of their Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, that could have a Material Adverse Change or result in the loss of any License.

(r) Accuracy and Completeness of Information. All information, reports, prospectuses and other papers and data relating to Holdco, Parent, EnergySolutions or any of their Subsidiaries and furnished by or on behalf of Holdco, Parent, EnergySolutions or any of their Subsidiaries to the Administrative Agent or the Lenders were, taken as a whole, at the time furnished, true, complete and correct in all material respects to the extent necessary to give the Administrative Agent and the Lenders true and accurate knowledge of the subject matter. No fact or situation is currently known to EnergySolutions which has had or could reasonably be expected to have a Material Adverse Change.

(s) Agreements with Affiliates and Management Agreements. Except as set forth on Schedule 10 attached hereto or otherwise permitted hereunder, none of Holdco, Parent, EnergySolutions or any of their Subsidiaries has (i) any written agreements or binding arrangements of any kind with any Affiliate or (ii) any material management or consulting agreements of any kind.

(t) Priority. The Security Interest is a valid and perfected Second Priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents and subject to the Intercreditor Agreement, the outstanding Secured Obligations, and the Collateral is subject to no Liens other than Permitted Liens. The Liens created by the Security Documents are enforceable as security for the outstanding Secured Obligations in accordance with their terms with respect to the Collateral subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law, (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors’ rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of Holdco, Parent, EnergySolutions or any of their Subsidiaries, as the case may be), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and may be limited by Applicable Law that may affect the enforcement of certain rights or remedies provided for in such Loan Documents. Prior to the Discharge Conditions being met, the representations made in this Section 4.1(t) to deliver any Collateral to the Administrative Agent shall be deemed satisfied by delivery of such Collateral to the First Lien Administrative Agent.

(u) Indebtedness. Except as permitted pursuant to Section 7.1 hereof, none of Holdco, Parent, EnergySolutions or any of their Subsidiaries has outstanding, as of the Agreement Date, and after giving effect to the initial Loans hereunder on the Agreement Date, any Indebtedness for Money Borrowed other than the Duratek Loans, the Indebtedness set forth on Schedule 1-A and the Indebtedness for Money Borrowed evidenced by this Agreement or any of the other Loan Documents.

(v) Investments. All Investments of Holdco, EnergySolutions and all of their Subsidiaries are shown as of the Agreement Date on Schedule 1 attached hereto.

(w) Real Estate. As of the Agreement Date, other than as listed and described on Schedule 11 attached hereto, none of EnergySolutions or any of its Subsidiaries or Holdco currently owns, leases or has previously owned or leased any real property.

(x) Intellectual Property. Holdco, Parent, EnergySolutions and each of their Subsidiaries own, possess or have the right to use all licenses and rights to all patents, trademarks, trademark rights, trade names, trade name rights, service marks and copyrights necessary to conduct their business in all respects as now conducted, without known conflict with any patent, trademark, trade name, service ▇▇▇▇, license or copyright of any other Person, except to the extent that the failure to so own, possess or have the right to use the same could not reasonably be expected to result in a Material Adverse Change, and such intellectual property of Holdco, Parent, EnergySolutions or any of their Subsidiaries is not subject to any Lien, other than any Permitted Liens. All such licenses and rights with respect to patents, trademarks, trademark rights, trade names, trade name rights, service marks and copyrights are in full force and effect in all respects, except to the extent that the failure to so be in full force and effect could not reasonably be expected to result in a Material Adverse Change, and are not subject to any pending or, to the knowledge of EnergySolutions and Holdco, threatened attack or revocation.

(y) Patriot Act. None of Holdco, Parent, EnergySolutions or any of their Subsidiaries is in material violation of any laws relating to terrorism or money laundering, including, without limitation, the Patriot Act.

(z) Solvency. As of the Agreement Date, the Loan Parties, taken as a whole are and, both before and after the making of any Loan hereunder on such date, will be Solvent.

(aa) Environmental Matters.

(i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change:

(A) the operations of EnergySolutions, Duratek and the Property are in compliance with all applicable Environmental Laws and Environmental Permits in all material respects, including, without limitation, obtaining, maintaining, and timely applying to obtain, amend or renew Environmental Permits necessary for operations of EnergySolutions and the Subsidiaries, and EnergySolutions and the Subsidiaries have no liability under such Environmental Laws and Environmental Permits;

(B) neither EnergySolutions nor any of the Subsidiaries nor any real property currently or previously owned, operated or leased by EnergySolutions or the Subsidiaries or any predecessor of EnergySolutions or the Subsidiaries is subject to any pending Environmental Claim or governmental investigation or, to EnergySolutions’ knowledge, threatened Environmental Claim or governmental investigation, in each case, related to Environmental Laws or Environmental Permits including, without limitation, any such Environmental Claim or governmental investigation to revoke Environmental Permits necessary for operations of EnergySolutions or the Subsidiaries;

(C) each of EnergySolutions and Duratek has obtained and currently maintains all funds required by applicable Environmental Law to secure any obligations of EnergySolutions and Duratek for closure and post-closure care of the Property;

(D) no lien has been placed upon or, to EnergySolutions’ or Duratek’s knowledge, is threatened to be placed upon the Property under any Environmental Law;

(E) neither EnergySolutions, Duratek nor any of their past or current facilities or operations, nor any predecessor of EnergySolutions or Duratek, nor any owner of premises leased or operated by EnergySolutions or Duratek, is subject to any outstanding settlement or order, writ, injunction, ruling, assessment, judgment, plan, arbitration award or decree from any Person (i) identifying or alleging noncompliance with or liability under any Environmental Laws, (ii) requiring Remedial Action or (iii) requiring payment of any Environmental Claim;

(F) there is no Environmental Claim pending against or to EnergySolutions’ or Duratek’s knowledge threatened against, affecting or involving any Person whose liability for such Environmental Claim EnergySolutions or Duratek has assumed contractually or by operation of law;

(G) neither EnergySolutions nor to EnergySolutions’ knowledge any predecessor of EnergySolutions, nor to EnergySolutions’ knowledge any owner of premises leased or operated by EnergySolutions or any of its predecessors, has filed any notice under any Environmental Law reporting a Release of Hazardous Material that is not otherwise authorized under applicable Environmental Laws or Environmental Permits; neither Duratek nor to Duratek’s knowledge any predecessor of Duratek, nor to Duratek’s knowledge any owner of premises leased or operated by Duratek or any of its predecessors, has filed any notice under any Environmental Law reporting a Release of Hazardous Material that is not otherwise authorized under applicable Environmental Laws or Environmental Permits;

(H) except as authorized under the Environmental Permits, in the ordinary course of the Permitted Business, there have been no Releases of Hazardous Materials at, on or under any property now or previously owned, operated or leased by EnergySolutions, Duratek or any of their predecessors that have given or could give rise to Remedial Action under any Environmental Law;

(I) no property now or previously owned or leased by EnergySolutions or Duratek (collectively, “Site”) is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the Comprehensive Environmental Response, Compensation and Liability Information System List or on any similar state list of sites requiring investigation or cleanup (collectively, “List”) and no such site of any predecessor of EnergySolutions or any of the Subsidiaries is listed or, to EnergySolutions’ knowledge, proposed for listing on any such List; and

(J) to EnergySolutions’ and Duratek’s knowledge, there is no proposed rule or introduced legislation (including any proposed rule or introduced legislation under discussion by any applicable state or local governmental authority) relating to applicable Environmental Laws, the enforcement of applicable Environmental Laws, or the grant or interpretation of applicable Environmental Permits, that would result in material expenditures or changes in the operations of the Permitted Business; and

(ii) Save and except those representations and warranties in Section 4.1(d)(iv) with respect to Environmental Permits, the representations and warranties of this Section 4.1(aa) are the sole and exclusive representations and warranties with respect to any Necessary Authorization addressed in Section 4.1(f) that is also an Environmental Permit, and with respect to any action, suit, revocation, proceeding or investigation addressed in Section 4.1(i) that is also an Environmental Claim.

(bb) Employee Relations. Each Loan Party and each of its Subsidiaries (A) has adequate relations with its employees, and (B) is not, except as set forth on Schedule 13, party to any collective bargaining agreement. Except as set forth on Schedule 13, no labor union has been recognized as the representative of any Loan Party’s or any of its Subsidiaries’ employees, and no Loan Party is aware of any pending, threatened or contemplated strikes, work stoppage or other material labor disputes involving such Loan Party’s or any of its Subsidiaries’ employees.

(cc) Validity of the First Lien Term Loans. EnergySolutions has the corporate power and authority to incur the First Lien Term Loans. The First Lien Term Loans, when incurred, will be the legally valid and binding obligations of EnergySolutions, enforceable against EnergySolutions in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(dd) First Lien Documents. EnergySolutions has delivered to Agents complete and correct copies of the First Lien Documents as in effect on the Amendment No. 3 Effective Date. Except to the extent otherwise expressly set forth herein or in the schedules thereto, and subject to the qualifications set forth therein, each of the representations and warranties given by any Loan Party in the First Lien Credit Agreements and the First Lien Documents is true and correct in all material respects as of the Amendment No. 3 Effective Date (or as of any earlier date to which such representation and warranty specifically relates).

(ee) Subordination of Lien. The Obligations are “Second Lien Obligations” within the meaning of the Intercreditor Agreement and are subject to the subordination provisions applicable to the Liens securing the Obligations as set forth in the Intercreditor Agreement.

Section 4.2 Survival of Representations and Warranties, Etc.

All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made, and shall be true and correct in all material aspects, at and as of the Agreement Date and on the date of each Loan except (i) to the extent expressly applicable only to the Agreement Date (in which case such representations and warranties shall have been true and correct in all material respects as of the Agreement Date) or previously fulfilled in accordance with the terms hereof, or (ii) to the extent already subject to a materiality qualification (in which case such representations and warranties shall be true and correct in all respects without further qualification). All representations and warranties made under this Agreement shall survive, and not be waived by, the execution hereof by the Lenders and the Administrative Agent, any investigation or inquiry by any Lender or the Administrative Agent, or the making of any Loan under this Agreement.

ARTICLE 5.

General Covenants

So long as any of the Obligations is outstanding and unpaid or EnergySolutions shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless the Majority Lenders, or such greater number of Lenders as may be expressly provided herein, shall otherwise consent in writing:

Section 5.1 Preservation of Existence and Similar Matters.

EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to:

(a) except as otherwise permitted hereunder, preserve and maintain its existence, rights, franchises, licenses and privileges in the state of its incorporation, organization or formation and in each other state in which it operates a material part of its business, including, without limitation, the Necessary Authorizations (other than any such the loss of which would not reasonably be expected to result in a Material Adverse Change); and

(b) qualify and remain qualified and authorized to do business in each jurisdiction (other than its jurisdiction of incorporation, organization or formation) in which the character of its properties or the nature of its business makes such qualification or authorization prudent, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Change.

Section 5.2 Business; Compliance with Applicable Law.

EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to, (a) engage only in the Permitted Business and will not engage in any other business activity, and (b) comply with the requirements relating to the Licenses and of all Applicable Law except to the extent the failure to so comply could not reasonably be expected to result in a Material Adverse Change.

Section 5.3 Maintenance of Properties.

EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to, maintain or cause to be maintained in the ordinary course of business in good working order and condition (reasonable wear and tear excepted and except for surplus and obsolete properties and properties damaged from casualty) all properties used in their respective businesses (whether owned or held under lease), and from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements, additions, betterments and improvements thereto except, in each case, to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Change.

Section 5.4 Accounting Methods and Financial Records.

EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries on a consolidated basis to, maintain a system of accounting established and administered in accordance with GAAP, keep adequate records and books of account in which complete entries will be made in accordance with GAAP and reflecting all transactions required to be reflected by GAAP and keep accurate and complete records in all material respects of their respective properties and assets. EnergySolutions, Parent and Holdco and their respective Subsidiaries will maintain a fiscal year ending on December 31.

Section 5.5 Insurance.

EnergySolutions will, and will cause each Subsidiary to:

(a) Maintain insurance (other than business interruption coverage insurance) including, but not limited to, public liability coverage insurance from responsible companies in such amounts and against such risks to EnergySolutions and each Subsidiary as is prudent and reasonably satisfactory to the Administrative Agent (including, without limitation, larceny, embezzlement, employee fidelity and other criminal misappropriation insurance).

(b) Keep their respective assets insured by responsible companies or self-insured on terms and in a manner reasonably acceptable to the Administrative Agent against loss or damage by fire, theft, burglary, pilferage, loss in transit, explosions and hazards insured against by extended coverage, in amounts which are prudent for the Permitted Businesses, in accordance with industry standards, and reasonably satisfactory to the Administrative Agent, all premiums thereon to be paid by EnergySolutions and each Subsidiary.

(c) Require that each insurance policy for EnergySolutions and the Subsidiaries provide for at least thirty (30) days’ prior written notice to the Administrative Agent of any termination of or proposed cancellation or nonrenewal of such policy, or material reduction in coverage, and name, other than with respect to directors and officers liability insurance coverage, the Collateral Agent (for itself and for the ratable benefit of the Secured Parties) as additional named loss payee to the extent of the Obligations and additional named insured.

(d) Subject to Section 5.5(e) and the terms of the Intercreditor Agreement, proceeds of insurance for EnergySolutions and each Subsidiary paid to the Collateral Agent shall be applied to the payment or prepayment of the Obligations as provided under Section 2.10(b) or Section 8.3 hereof, as applicable. Any balance thereof remaining after payment in full of the Obligations shall be paid to EnergySolutions or as otherwise required by law.

(e) If in connection with any claim EnergySolutions or any Subsidiary shall be entitled to receive proceeds from any policy for insurance less than $10,000,000, then EnergySolutions or such Subsidiary shall have the right to elect (i) to use such proceeds to repair, replace (including, without limitation, the purchase of replacement assets similar in function to the assets as to which such proceeds are received) or rebuild the affected assets within one year after receipt of such proceeds (ii) to reinvest such proceeds in assets used or useful to the business of EnergySolutions or the Subsidiaries or (iii) to remit such proceeds to the Administrative Agent as provided under Section 5.5(d) hereof. In the event such insurance proceeds from any such claim exceed such threshold, the Administrative Agent shall hold such proceeds pending its receipt from EnergySolutions of a plan for the use of such proceeds and the approval of such plan by the Administrative Agent.

Section 5.6 Payment of Taxes and Claims.

EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to timely file all material tax returns (including information returns), required by federal, state or other tax authorities and pay and discharge all Taxes, including, without limitation, withholding taxes, assessments and governmental charges or levies required to be paid by them or imposed upon them or their income or profits or upon any properties belonging to them, prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which, if unpaid, might reasonably be expected to become a Lien or charge upon any of their properties, except (i) that no such tax, assessment, charge, levy or claim need be paid which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on the appropriate books, but only so long as such tax, assessment, charge, levy or claim does not become a Lien or charge (other than a Permitted Lien) and no foreclosure, distraint, sale or similar proceedings shall have been commenced and (ii) for failures to do so that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Section 5.7 Visits and Inspections.

EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to, permit representatives of the Administrative Agent and any of the Lenders, upon reasonable notice to EnergySolutions, Parent, Holdco or the relevant Subsidiary and during normal business hours, to (a) visit and inspect the properties of EnergySolutions or such Subsidiary, (b) inspect and make extracts from and copies of their respective books and records, and (c) discuss with their respective principal officers their respective businesses, assets, liabilities, financial positions, results of operations and business prospects so long as EnergySolutions is given reasonable opportunity to be present at such discussions, all at EnergySolutions’ expense in the case of actions described in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided, however, that unless an Event of Default shall have occurred and be continuing, EnergySolutions shall not be obligated to reimburse the Administrative Agent for more than one such visit or inspection per year. EnergySolutions, Parent, Holdco and each of their respective Subsidiaries will also permit representatives of the Administrative Agent and any of the

Lenders to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and business prospects, at (y) EnergySolutions’ expense, in the case of discussions between the Administrative Agent’s representatives and such respective auditors and (z) the Lender’s expense, in the case of discussions between any Lender’s representatives (other than those of the Administrative Agent, in its capacity as a Lender) and such respective auditors absent an Event of Default (provided that upon the occurrence and during the continuation of any Event of Default, the same shall be at EnergySolutions’ expense), in each case so long as EnergySolutions is given reasonable opportunity to be present at such discussions.

Section 5.8 Payment of Indebtedness; Loans.

EnergySolutions, Parent and Holdco each will, and will cause each of their Subsidiaries to, pay any and all of their respective Indebtedness when and as it becomes due, other than amounts diligently disputed in good faith and for which adequate reserves have been set aside in accordance with GAAP.

Section 5.9 Use of Proceeds.

EnergySolutions will use and aggregate proceeds of the Second Lien Term Loan to consummate the U.K. Acquisition and for related fees and expenses. No proceeds of Loans hereunder shall be used for the purchase or carrying or the extension of credit for the purpose of purchasing or carrying any margin stock within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System.

Section 5.10 Real Estate.

EnergySolutions, Parent and Holdco each at its sole cost and expense will, and will cause their respective Subsidiaries to, grant and record in the appropriate recording office a Second Priority mortgage (or deed of trust as applicable in a relevant jurisdiction) securing the Secured Obligations to the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, in form and substance reasonably satisfactory to the Collateral Agent (each such mortgage or deed of trust being a “Mortgage”), covering each material fee-owned parcel of real estate acquired directly or indirectly by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries after the Agreement Date. Such Mortgage shall be granted and recorded, promptly (but in no event more than 30 days) after any such acquisition. EnergySolutions and Holdco each at its sole cost and expense will, and will cause its Subsidiaries to, deliver to the Collateral Agent all documentation, including opinions of counsel and policies of title insurance, which in the reasonable opinion of the Collateral Agent is appropriate, either in connection with any request for approval of a proposed Permitted Acquisition or Real Property Acquisition or thereafter in connection with such grant, including without limitation any survey or any Phase I environmental audit requested by the Collateral Agent or any Lender in form and substance acceptance to such requesting party.

Section 5.11 Indemnity.

EnergySolutions, Parent and Holdco, each for itself and on behalf of each of their respective Subsidiaries, agree jointly and severally to indemnify and hold harmless each Lender and the Administrative Agent and each of their respective affiliates, employees, representatives, officers, trustees, directors, successors and assigns (any of the foregoing shall be an “Indemnitee”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable attorneys’ (limited to the reasonable out-of-pocket fees and expenses of one outside counsel to all Indemnitees with such local counsel as may be necessary), experts’, agents’ and consultants’ fees and expenses (as such fees and expenses are incurred) and demands by any party, including the costs in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith, whether or not

EnergySolutions, Holdco, Parent or any of their Subsidiaries, or the Person seeking indemnification is the prevailing party, whether or not such investigation, litigation or proceeding is brought by any Loan Party, its members, managers, directors, shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto, (a) resulting from any breach or alleged breach by EnergySolutions, Holdco, Parent or any of their Subsidiaries of any representation, warranty or covenant made hereunder or under any other Loan Document; (b) arising out of or in connection with (i) any Commitment, any Loans or otherwise under this Agreement or any other Loan Document (including the taking of Collateral for the Secured Obligations), including the use of the proceeds of Loans hereunder in any fashion by EnergySolutions, Holdco, Parent or any of their respective Subsidiaries or the performance of their respective obligations under the Loan Documents by EnergySolutions, Holdco, Parent or any of their respective Subsidiaries, (ii) allegations of any participation by the Lenders or the Administrative Agent, or any of them, in the affairs of EnergySolutions, Holdco, Parent or any of their respective Subsidiaries, or allegations that any of them has any joint liability with EnergySolutions, Holdco, Parent or any of their respective Subsidiaries for any reason, (iii) any claims against the Lenders or the Administrative Agent, or any of them, by any shareholder, partner or other investor in or lender to EnergySolutions, Parent, Holdco, or any of their respective Subsidiaries, by any brokers or finders or investment advisers or investment bankers retained by EnergySolutions, Parent or Holdco or by any other third party, arising out of any Commitment, any Loans, or otherwise under this Agreement or any other Loan Document, (iv) the presence, use, generation, treatment, storage, recycling, management, Release or threatened Release of any Hazardous Material at, in, on or under, or the transport of Hazardous Materials to or from, property presently or formerly owned or operated by EnergySolutions or Duratek or their predecessors, Holdco or any of their respective Subsidiaries, (v) any Environmental Claim, (vi) the actual or alleged violation of any Environmental Law or Environmental Permit, (vii) any Environmental Testing or Environmental Clean-up Activities required by any applicable governmental authority or Environmental Law, (viii) any undertaking or action in response to a request for information, order or notice from, or investigation by, any governmental authority acting under any applicable Environmental Law, or (ix) any claims relating to natural resource damages, property damage (including diminution in value) or the death, personal injury or harm to any Person actually or allegedly arising from or relating to acts or omissions of EnergySolutions or Duratek or their predecessors, Holdco or any of their respective Subsidiaries or to conduct by any Person on property presently or formerly owned or operated by EnergySolutions, Holdco or any of their respective Subsidiaries; or (c) in connection with fees and other charges payable in connection with the Loans, or the execution, delivery and enforcement of this Agreement, the Security Documents, the other Loan Documents, and any amendments thereto or waivers of any of the provisions thereof; in the case of clauses (a), (b) or (c), unless the Person seeking indemnification hereunder is determined in such case to have acted with gross negligence or willful misconduct or in breach of the Loan Documents, in any case by a final, non-appealable judicial order. The obligations of EnergySolutions, Holdco, Parent and their respective Subsidiaries under this Section 5.11 are in addition to, and shall not otherwise limit, any liabilities which EnergySolutions, Parent, Holdco or any respective Subsidiary might otherwise have in connection with any warranties or similar obligations of EnergySolutions, Parent, Holdco or such respective Subsidiary in any other agreement or instrument or for any other reason. For the avoidance of doubt, nothing in this Section 5.11 shall be construed so as to apply to the indemnification of Taxes that are neither Covered Taxes nor Other Taxes.

Section 5.12 Interest Rate Hedging.

Within sixty (60) days from the Amendment No. 3 Effective Date, and at the end of each fiscal quarter thereafter, EnergySolutions shall have entered into or maintained in effect one or more Hedge Agreements in such aggregate notional amount as necessary so that, with respect to no less than thirty-three percent (33%) of the then outstanding aggregate principal balance of the First Lien Term Loans and the Duratek Loans, EnergySolutions’ obligations to make floating rate interest payments thereunder will be hedged with fixed rate payments to be paid under such Hedge Agreements. Within nine (9) months

from the Amendment No. 3 Effective Date, and at the end of each fiscal quarter thereafter, EnergySolutions shall have entered into or maintained in effect one or more Hedge Agreements in such aggregate notional amount as necessary so that, with respect to no less than thirty-three percent (33%) of the then outstanding aggregate principal balance of the Term Loans, EnergySolutions’ obligations to make floating rate interest payments thereunder will be hedged with fixed rate payments to be paid under such Hedge Agreements. Such Hedge Agreements shall provide interest rate protection on terms (including, without limitation, consideration of the creditworthiness of the other party to the proposed Hedge Agreement) reasonably acceptable to (and with parties reasonably acceptable to) the Administrative Agent for an average period of the lesser of (a) two (2) years from the date of such Hedge Agreement or Hedge Agreements and (b) the period remaining from the date thereof until the Term Loan Maturity Date. All Secured Obligations of EnergySolutions to any of the Lenders pursuant to any Secured Hedge Agreement shall rank pari passu with all other Secured Obligations. Any prepayment, acceleration, reduction, increase or any other change in the terms of the Loans hereunder will not alter the notional amount of any such Secured Hedge Agreement or otherwise affect EnergySolutions’ obligation to continue making payments under any such Secured Hedge Agreement, which will remain in full force and effect notwithstanding any such prepayment, acceleration, reduction, increase or change, subject to the terms of such Secured Hedge Agreement.

Section 5.13 Covenants Regarding Formation of Subsidiaries and the Making of Acquisitions

(a) At the time of any Acquisition permitted hereunder by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries, or the formation of any new Subsidiary of any of EnergySolutions, Parent, Holdco or any of their respective Subsidiaries which is permitted under this Agreement, EnergySolutions, Parent and Holdco each will, and will cause their respective Subsidiaries, as appropriate, to, (i) in the case of the formation or Acquisition of a new Subsidiary, provide to the Administrative Agent an executed Subsidiary Security Agreement for such new Subsidiary (other than any Non-U.S. Subsidiary, for which no such Subsidiary Security Agreement is required), in substantially the form of Exhibit J attached hereto, together with appropriate UCC-1 financing statements, as well as an executed Subsidiary Guaranty for such new Subsidiary (other than any Non-U.S. Subsidiary, for which no such Subsidiary Guaranty is required), in substantially the form of Exhibit H attached hereto, which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Subsidiary, substantially in the form of Exhibit M, Exhibit N or Exhibit O attached hereto, as appropriate, together with appropriate attachments; (ii) in the case of any Acquisition by EnergySolutions, Parent or Holdco or any of their respective Subsidiaries or the formation of any new Subsidiary, pledge to the Collateral Agent all of the capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests of such Subsidiary or Person which is acquired or formed, beneficially owned by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries, as the case may be, as additional Collateral for the Secured Obligations to be held by the Collateral Agent in accordance with the terms of EnergySolutions’ Pledge Agreement, Holdco Pledge Agreement, Subsidiary Pledge Agreement or a new Subsidiary Pledge Agreement (it being understood that (i) no Non-U.S. Subsidiary shall be required to execute any such Subsidiary Pledge Agreement and (ii) no Loan Party shall be required to pledge any equity or ownership interest in a newly acquired Subsidiary if such pledge is prohibited by the terms of such Subsidiary’s organizational documents) in substantially the form of Exhibit A attached hereto, and execute and deliver to the Collateral Agent all such documentation for such pledge as, in the reasonable opinion of the Collateral Agent, is appropriate; provided that (A) in the case of any Acquisition by EnergySolutions, Parent or Holdco or any of their respective Subsidiaries or the formation of any new Subsidiary that is a “first tier” Non-U.S. Subsidiary, not more than 65% of the capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests of any “first-tier” Non-U.S. Subsidiary or Person which is acquired or formed, beneficially owned by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries, as the case may be, shall be pledged to the Collateral Agent as additional Collateral for the Secured Obligations to be held by

the Collateral Agent in accordance with the terms of EnergySolutions’ Pledge Agreement, Holdco Pledge Agreement, Subsidiary Pledge Agreement or a new Subsidiary Pledge Agreement and (B) the requirement that any new Subsidiary of any of EnergySolutions, Parent, Holdco or any of their respective Subsidiaries execute a Subsidiary Guaranty and a Subsidiary Security Agreement shall not apply to a new non-wholly owned Subsidiary if, but only for so long as, (x) such Subsidiary has total assets of less than $5,000,000 individually and (y) the total assets of such Subsidiary, together with the total assets of all domestic Subsidiaries that do not Guarantee the Secured Obligations, are less than $10,000,000 in the aggregate; and (iii) in any case, provide all other documentation, including one or more opinions of counsel reasonably satisfactory to the Collateral Agent, which in the reasonable opinion of the Collateral Agent is appropriate with respect to such Acquisition, Real Property Acquisition or the formation of such Subsidiary. Investments made by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of the appropriate Security Documents. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a “Loan Document” for purposes of this Agreement. Notwithstanding anything to the contrary set forth in this Section 5.13, Parent shall execute a Guaranty of the Secured Obligations in the form of Exhibit H, a Security Agreement in the form of Exhibit J and a Pledge Agreement in the form of Exhibit A. Prior to the Discharge Conditions being met, the requirements in this Section 5.13(a) to deliver any Collateral to the Administrative Agent shall be deemed satisfied by delivery of such Collateral to the First Lien Administrative Agent.

(b) EnergySolutions and Holdco shall each cause all of the capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests of any new Subsidiary (which is a direct Subsidiary of EnergySolutions, of Holdco, or a direct domestic Subsidiary of a Subsidiary of either EnergySolutions or Holdco) to be pledged to the Administrative Agent pursuant to the terms of the EnergySolutions’ Pledge Agreement or the Subsidiary Pledge Agreement, as additional Collateral for the Obligations. Prior to the Discharge Conditions being met, the requirements in this Section 5.13(b) to deliver any Collateral to the Administrative Agent shall be deemed satisfied by delivery of such Collateral to the First Lien Administrative Agent; provided that in the case of the formation of any new Subsidiary that is a “first tier” Non-U.S. Subsidiary, not more than 65% of the capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests of any “first-tier” Non-U.S. Subsidiary or Person which is acquired or formed, beneficially owned by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries, as the case may be, shall be pledged to the Collateral Agent as additional Collateral for the Secured Obligations to be held by the Collateral Agent in accordance with the terms of EnergySolutions’ Pledge Agreement, Holdco Pledge Agreement, Subsidiary Pledge Agreement or a new Subsidiary Pledge Agreement.

Section 5.14 Maintenance of Rating.

The Loan Parties shall at all times during the term hereof use commercially reasonable efforts to maintain ratings in respect of the Loans from S&P and ▇▇▇▇▇’▇.

Section 5.15 Environmental Compliance.

Except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, EnergySolutions, Duratek and Holdco each shall:

(a) comply, and cause all other Persons to comply, with all Environmental Laws and Environmental Permits now or hereafter applicable to the Property or the Permitted Business and EnergySolutions, Duratek and Holdco each shall have sole responsibility for all costs and expenses (including legal, consultant and other professional fees and expenses and costs of investigation) associated with such compliance;

(b) obtain and maintain in full force and effect all Environmental Permits required under applicable Environmental Law for operation of the Permitted Business;

(c) conduct and complete, at its sole cost and expense, any investigation, study, sampling, monitoring or testing (collectively “Environmental Testing”) and undertake any investigation, clean-up, removal, remedial, corrective, mitigation, response, monitoring or any other activity (collectively “Environmental Clean-up Activities”) required by any applicable governmental authority or Environmental Law with respect to Hazardous Materials at, in, on, under or from the Property, and any such Environmental Testing or Environmental Clean-up Activities shall be undertaken with appropriate diligence and in full compliance with all applicable Environmental Laws;

(d) provide as promptly as practicable (and in any event within 20 days of receipt thereof) to the Collateral Agent written notice of and copies of all written nonprivileged and material communications relating to (A) any pending or threatened Environmental Claim pertaining to the Property, or the use or operation thereof, EnergySolutions, Duratek, Holdco or the Permitted Business, or (B) any fact, condition, event or other circumstance with respect to the Property or any other facility or property presently or formerly owned or operated by EnergySolutions, Duratek, Holdco or any Person for which EnergySolutions, Duratek or Holdco is responsible, which is reasonably likely to result in a material Environmental Claim pertaining to the Property, EnergySolutions, Duratek or Holdco; all such notices shall describe in reasonable detail the nature of the Environmental Claim, investigation, fact, condition, event or other circumstance and EnergySolutions’, Duratek’s or Holdco’s response thereto;

(e) at any time, if EnergySolutions or Duratek receives notice that an adverse change in the environmental condition of the Property has occurred or an adverse environmental condition with respect to the Property has been discovered, and at EnergySolutions’ or Duratek’s sole cost and expense, (i) diligently commence (or cause another Person to commence) to cure such condition, to the extent required by applicable Environmental Laws (including commencing any evaluation or assessment of such conditions and the development of an appropriate plan with respect thereto), within 30 days after receipt of such notice (or such shorter period as may be required by applicable Environmental Laws or in the event of an emergency) and (ii) thereafter diligently prosecute (or cause another Person to diligently prosecute) such cure to completion; and

(f) EnergySolutions, Parent and Holdco shall provide to the Administrative Agent such detailed reports relating to any material Environmental Claim as may reasonably be requested by the Administrative Agent or the Lenders.

Section 5.16 Required Consents and Transfer of Licenses in Event of Default.

If an Event of Default specified in Section 8.1 shall have occurred and be continuing and the Administrative Agent exercises a remedy under Section 8.2, EnergySolutions, Duratek, Parent and Holdco shall, at the request of the Administrative Agent: (a) use commercially reasonable efforts to seek and obtain all required prior approvals and consents to the direct or indirect transfer of control of the Property, the Permitted Business or the applicable Licenses or Environmental Permits, including all approvals and consents required by any Environmental Law, License or Environmental Permit, (b) cooperate with the Administrative Agent, or any receiver or other Person appointed by the Administrative Agent, to assist such Person in identifying the Licenses and Environmental Permits required to own, maintain, operate or transfer the Property or the Permitted Business from and after the Event of Default, and (c) use commercially reasonable best efforts to either transfer to the Administrative Agent or a Person

designated by the Administrative Agent the Licenses and Environmental Permits of EnergySolutions, where permissible, or obtain new Licenses and Environmental Permits for the Administrative Agent or Person designated by the Administrative Agent. Such efforts, cooperation and assistance shall include, but are not limited to, EnergySolutions’, Duratek’s, Parent’s, Holdco’s or their respective agents’ attendance at public hearings and, to the extent necessary, the use of the knowledge, expertise and information of EnergySolutions, Duratek, Holdco, Parent and their respective agents, experts and employees.

Section 5.17 Subordination of Intercompany Loans.

Each Loan Party covenants and agrees that any existing and future debt obligation of Holdco, EnergySolutions or any Subsidiary to any Non-U.S. Subsidiary shall be subordinated to the Loans.

Section 5.18 IPO Reorganization.

In connection with, and as a condition precedent to, the consummation of the IPO Reorganization, Parent, Energy Solutions and the Subsidiaries will execute any further documents, financing statements, agreements and instruments, and take all further actions that may be required under applicable law, which the Collateral Agent may reasonably request, in order to preserve, protect and maintain the security interests created or intended to be created by the Security Documents, including, but not limited to, (i) a Guarantee by Parent of the Secured Obligations (to the extent Parent did not execute a Guarantee prior to the IPO Reorganization), (ii) all Pledge Amendments (as defined in the Pledge Agreements) or additional pledge agreements necessary for Parent (or the applicable Loan Party) to pledge to the Collateral Agent, for the benefit of the Secured Parties, 100% of its equity or ownership interests in each of EnergySolutions and Duratek.

Section 5.19 [Reserved].

Section 5.20 Post-Closing Collateral Matters.

To the extent such items have not been delivered as of the Agreement Date, within twenty (20) days after the Agreement Date, unless waived or extended by the consent of the Administrative Agent in its sole discretion, which such consent shall not be unreasonably withheld, the following items, the applicable Loan Party shall deliver to the Administrative Agent, EnergySolutions, Parent and Holdco each at its sole cost and expense will, and will cause their respective Subsidiaries to, grant and record in the appropriate recording office a Second Priority mortgage (or deed of trust as applicable in a relevant jurisdiction) securing the Secured Obligations to the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, in form and substance reasonably satisfactory to the Collateral Agent, free and clear of all defects and encumbrances and liens except as expressly provided by Section 7.2, covering each Mortgaged Property. EnergySolutions and Holdco each at its sole cost and expense will, and will cause its Subsidiaries to, deliver to the Collateral Agent all documentation, including opinions of counsel, completed Federal Emergency Management Agency Standard Flood Hazard Determinations and policies of title insurance (collectively, the “Mortgage Policy”), which in the reasonable opinion of the Collateral Agent is appropriate, including without limitation any survey or any Phase I environmental audit requested by the Collateral Agent or any Lender in form and substance acceptance to such requesting party.

ARTICLE 6.

Information Covenants

So long as any of the Obligations is outstanding and unpaid or EnergySolutions has a right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless the

Majority Lenders, or such greater number of Lenders as may be expressly provided herein, shall otherwise consent in writing, EnergySolutions will furnish or cause to be furnished to each Lender and the Administrative Agent, at their respective offices:

Section 6.1 Quarterly and Interim Financial Statements and Information.

Within forty-five (45) days after the last day of each of the first three quarters of each fiscal year of EnergySolutions, unaudited balance sheets of EnergySolutions on a consolidated basis with all of its Subsidiaries, as at the end of such quarter and as of the end of the preceding fiscal year, and the related statements of operations and the related statements of cash flows of EnergySolutions on a consolidated basis with all of its Subsidiaries, for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and the appropriate prior period (but only for such quarter and other periods for which such comparative figures are available) and shall be certified by the chief financial officer of EnergySolutions to be, in his or her opinion, complete and correct in all material respects and to present fairly, in accordance with GAAP (except as to the exclusion of certain Subsidiaries which should be consolidated with EnergySolutions under GAAP), the financial position of EnergySolutions on a consolidated basis with all of its Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end adjustments. Notwithstanding anything to the contrary set forth herein, after an IPO Reorganization, all such financial statements furnished pursuant to this Section 6.1 shall be for Parent on a consolidated basis with all of its Subsidiaries.

Section 6.2 Annual Financial Statements and Information.

Within one hundred twenty (120) days after the end of each fiscal year of EnergySolutions, the audited consolidated balance sheets of EnergySolutions on a consolidated basis with all of its Subsidiaries, as of the end of such fiscal year, and the related audited consolidated statements of operations for such fiscal year and, to the extent available, and not previously provided to the Administrative Agent, for the previous two (2) fiscal years, the related audited consolidated statements of changes in members’ equity for such fiscal year and, to the extent available and not previously provided hereunder, for the previous two (2) fiscal years, and related audited consolidated statements of cash flows for such fiscal year and, to the extent available, for the previous two (2) fiscal years, which shall be accompanied by an opinion (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) of Ernst & Young LLP or other independent certified public accountants of recognized national standing or otherwise reasonably acceptable to the Administrative Agent, together with a statement of such accountants that in connection with their audit, nothing came to their attention that caused them to believe that EnergySolutions was not in compliance with the terms, covenants, provisions or conditions of Section 7.7 hereof. Notwithstanding anything to the contrary set forth herein, after an IPO Reorganization, all such financial statements furnished pursuant to this Section 6.2 shall be for Parent on a consolidated basis with all of its Subsidiaries.

Section 6.3 Performance Certificates.

At the time the annual and quarterly financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, the Performance Certificate:

(a) setting forth as at the end of such quarterly period or fiscal year, as the case may be, whether or not EnergySolutions (or, after an IPO Reorganization, Parent) was in compliance with the requirements of Section 7.7 hereof; and

(b) stating that, to his or her knowledge, no Default or Event of Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by EnergySolutions with respect to such Default or Event of Default.

Section 6.4 Copies of Other Reports.

(a) Promptly upon receipt thereof, copies of any final management report submitted to EnergySolutions (or, after an IPO Reorganization, Parent) by EnergySolutions’ or Parent’s independent public accountants including, without limitation, the report prepared in connection with the annual audit referred to in Section 6.2.

(b) Promptly upon receipt thereof, copies of any material adverse notice or report regarding any License, the loss of which could reasonably be expected to result in a Material Adverse Change, held by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries.

(c) In connection with any proposed Acquisition by EnergySolutions or any Subsidiary described in Section 7.6(d)(ii), or any proposed Real Property Acquisition, and promptly upon each request, such data, certificates, reports, statements, opinions of counsel prepared for the Administrative Agent and the Lenders, or any of them, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of EnergySolutions or any of Subsidiary as the Administrative Agent or any Lender may reasonably request, including, without limitation, a Phase I environmental report in connection with any proposed Real Property Acquisition.

(d) Annually, a certificate of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year.

(e) Annually, and in no event later than January 31 of any year, a copy of EnergySolutions’ (or, after an IPO Reorganization, Parent’s) annual financial forecasts for itself and its Subsidiaries for such fiscal year.

Section 6.5 Notice of Litigation and Other Matters.

Notice specifying the nature and status of any of the following events, promptly, but in any event not later than fifteen (15) days after any officer of EnergySolutions becomes aware of the occurrence of any of the following events:

(a) the commencement of all material proceedings and investigations by or before any governmental body and all actions and proceedings in any court or before any arbitrator against, or to the extent known to EnergySolutions, Parent or Holdco, in any other way relating materially adversely to, EnergySolutions, Parent, Holdco or any of their Subsidiaries, or any of their respective properties, assets or businesses or any License;

(b) any adverse change with respect to the business, assets, liabilities, financial position, results of operations or business prospects of EnergySolutions or any Subsidiary, which has had or could reasonably be expected to have a Material Adverse Change;

(c) any Default or the occurrence or non-occurrence of any event (A) that constitutes, or that with the passage of time or giving of notice or both would constitute, a material default by EnergySolutions, Parent, Holdco or any of their respective Subsidiaries under any material

agreement other than this Agreement to which EnergySolutions, Parent, Holdco or any of their respective Subsidiaries is a party or by which any of their respective properties may be bound, or (B) that could reasonably be expected to have a Material Adverse Change, giving in each case the details thereof and specifying the action proposed to be taken with respect thereto;

(d) (A) the occurrence of a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan that would result in the imposition on EnergySolutions or any of the Subsidiaries of a tax or penalty, (B) any Reportable Event (for which the 30-day notice requirement has not been waived) with respect to any Plan, (C) the institution or, to the knowledge of EnergySolutions or any Subsidiary, threatened institution by the PBGC of proceedings under ERISA to terminate or to partially terminate any Plan or ERISA Affiliate Plan or appoint a trustee to administer any such Plan, (D) the commencement of or, to the knowledge of EnergySolutions or any Subsidiary, threatened commencement of any litigation regarding any such Plan, in each case, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change;

(e) the occurrence of any event subsequent to the Agreement Date which, if such event had occurred prior to the Agreement Date, would have constituted an exception to the representation and warranty in Section 4.1(m) of this Agreement.

ARTICLE 7.

Negative Covenants

So long as any of the Obligations is outstanding and unpaid or EnergySolutions has a right to borrow from the Lenders hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless the Majority Lenders or such greater number of Lenders as may be expressly provided herein, shall otherwise consent in writing:

Section 7.1 Indebtedness of Holdco, EnergySolutions and Its Subsidiaries.

EnergySolutions (or, after an IPO Reorganization, Parent) and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness, or enter into any Derivatives Contract, except:

(a) the Obligations (other than Loans made pursuant to Section 2.14);

(b) current accounts payable, accrued expenses, customer advance payment liabilities in connection with FASB 143, liabilities that are not Indebtedness for Money Borrowed and liabilities that are related to litigation, in each case, incurred in, or resulting from the conduct of, the ordinary course of the Permitted Business;

(c) Indebtedness secured by Permitted Liens described in clauses (g), (h) and (j) of the definition of “Permitted Liens”;

(d) Obligations under the Secured Hedge Agreements;

(e) Indebtedness expressly permitted under Section 7.5 hereof;

(f) Guaranties and Indebtedness existing on the Agreement Date and listed on Schedule 14 (as reduced by any permanent repayments of principal thereof), without giving effect to any subsequent extension, renewal or refinancing thereof except to the extent set forth on Schedule 14, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing;

(g) Indebtedness of EnergySolutions and the Subsidiaries (other than Indebtedness of the type acquired or assumed in accordance with Section 7.1(l)) evidenced by Capitalized Lease Obligations (to the extent permitted hereby) and purchase money Indebtedness, provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this Section 7.1(g) exceed $60,000,000 at any time outstanding;

(h) so long as no Default or Event of Default then exists or would result therefrom, Additional Permitted Debt to the extent that (i) such Additional Permitted Debt is issued to the seller as all or part of the consideration for any Permitted Acquisition or Real Property Acquisition or (ii) the Net Proceeds thereof are used within 90 days after the date of issuance thereof to finance all or a part of any Permitted Acquisition or Real Property Acquisition (including to refinance any Indebtedness of either the Acquisition Entity or the business acquired) and to pay the related fees and expenses, provided that (x) the sum of (1) the aggregate principal amount of all Additional Permitted Debt incurred pursuant to this Section 7.1(h) plus (2) the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.1(i) shall not exceed $20,000,000 at any time outstanding, and (y) if all or any portion of the Net Proceeds of such Additional Permitted Debt are not so used within such 90-day period (or such earlier date, if any, as EnergySolutions determines not to (or that it cannot) consummate a Permitted Acquisition within such 90-day period), such remaining portion shall be repaid to the extent not prohibited by the terms thereof, and to the extent so prohibited, shall be applied on the last day of such period (or such earlier date of determination, if any) as a mandatory prepayment of principal of the Term Loans to be applied in accordance with Section 2.6(a)(ii) hereof;

(i) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness) or Real Property Acquisition, provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or Real Property Acquisition, (y) such Indebtedness does not constitute Indebtedness for Money Borrowed, it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute Indebtedness for Money Borrowed for purposes of this clause (y), and (z) the aggregate principal amount of all Indebtedness permitted by this Section 7.1(i) shall not exceed at any time outstanding the aggregate principal amount which, when added to the aggregate principal amount of all Indebtedness then outstanding pursuant to Section 7.1(h), equals $20,000,000;

(j) so long as no Default or Event of Default then exists or would result therefrom, Indebtedness incurred by EnergySolutions and the Subsidiaries in the ordinary course of the Permitted Business, including without limitation the amount by which the aggregate amount of performance or fidelity bonds permitted under Section 7.1(l) below exceeds the aggregate amount of cash and Letters of Credit securing the same, not to exceed an aggregate principal amount of $10,000,000 at any one time outstanding; provided that no more than $5,000,000 of the Indebtedness incurred pursuant to this clause (j) may be secured by a Lien on the property of EnergySolutions and the Subsidiaries;

(k) intercompany Indebtedness to the extent permitted by Section 7.6(c)(v) or 7.6(c)(x);

(l) Guaranties by EnergySolutions or any Subsidiary Guarantor in respect of any Indebtedness of EnergySolutions or any Subsidiary Guarantor, in each case, otherwise permitted under this Section 7.1;

(m) Indebtedness representing replacement, renewal, extension, refinancing or refunding of the foregoing (other than Section 7.1(a) and Section 7.1(f)); provided, however, that such Indebtedness does not exceed the principal amount of outstanding or committed Indebtedness so replaced, renewed, extended, refinanced or refunded plus financing fees and other expenses associated therewith; provided further, however, that (A) such replacing, renewing, extending, refinancing or refunding Indebtedness shall have no mandatory repayments or redemptions prior to the Indebtedness being replaced, renewed, extended, refinanced or refunded and (B) in the case of any replacing, renewing, extending, refinancing or refunding of Indebtedness pari passu to the Obligations hereunder, the replacing, renewing, extending, refinancing or refunding Indebtedness is made pari passu or subordinated to the Obligations hereunder and, in the case of any replacing, renewing, extending, refinancing or refunding of Indebtedness subordinated to the Obligations hereunder, the replacing, extending, refinancing or refunding Indebtedness is made subordinate to the Obligations hereunder to substantially the same or a greater extent as the Indebtedness replaced, renewed, extended, refinanced or refunded;

(n) [Reserved];

(o) Indebtedness incurred by Non-U.S. Subsidiaries in an aggregate amount not to exceed $30,000,000 at any time outstanding;

(p) EnergySolutions’ reimbursement and other obligations in connection with performance bonds and/or fidelity bonds that are secured only by either cash proceeds of the certain revolving loans or by the certain letters of credit issued under the First Lien Credit Agreements, which bonds are required to be furnished by EnergySolutions or such Subsidiary in connection with contracts entered into by EnergySolutions or such Subsidiary in the ordinary course of its Permitted Business;

(q) Indebtedness of up to $900,000,000 aggregate principal amount under the First Lien Credit Agreements and, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Permitted Refinancing Indebtedness in respect thereof;

(r) Indebtedness from Loans made pursuant to Section 2.14 hereto and pursuant to Section 2.15 of the First Lien Credit Agreements, in each case which are used solely to finance a Permitted Acquisition (and to pay fees and expenses related thereto); provided that (a) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding test period) on a pro forma basis as if it was incurred on the first day of the immediately preceding fiscal quarter, EnergySolutions would be in compliance with Section 7.7; and (c) the aggregate principal amount of Indebtedness incurred under this clause (r), together with Indebtedness incurred and outstanding under clause (p) of Section 7.1 of the First Lien Credit Agreements, shall not exceed $50,000,000;

(s) Indebtedness of up to $30,000,000 million aggregate principal amount incurred pursuant to a United Kingdom working capital facility; and

(t) Indebtedness of up to $250,000,000 aggregate principal amount incurred pursuant to this Agreement.

Section 7.2 Limitation on Liens.

EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, create, assume, incur or permit to exist or to be created, assumed, incurred or permitted to exist, directly or indirectly, any Lien on any of its properties or assets, whether now owned or hereafter acquired, except for Permitted Liens.

Section 7.3 Amendment and Waiver.

EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, except in connection with a transaction otherwise permitted hereunder, enter into any amendment of its articles or certificate of incorporation or organization or, as applicable, operating agreement or partnership agreement, except in each case to the extent that the Administrative Agent determines, in its reasonable credit judgment, that such amendment is not material and not adverse to the interests of the Lenders.

Section 7.4 Liquidation, Merger, Disposition of Assets.

(a) Disposition of Assets. EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time sell, lease, license, abandon, transfer, assign or otherwise dispose of any of their assets (other than Excluded Asset Sales), unless (i) any Net Proceeds therefrom are applied as provided in Section 2.6(a)(ii) hereof, (ii) any such sale, lease, license or disposition resulting in Net Proceeds in excess of $1,000,000 is made for fair market value as determined by the managers of EnergySolutions, (iii) at least 75% of the consideration received consists of cash or readily marketable cash equivalents or the assumption of Indebtedness of EnergySolutions or any Subsidiary and no Default then exists or would be caused thereby (unless such sale, lease, license, abandonment or other disposal would cure any such Default) and (iv) as to any such sale, lease, license or other disposition where the aggregate consideration to be received is in excess of $40,000,000, the Majority Lenders shall have given their express prior written consent, after receiving such information and documents as the Administrative Agent or any Lender may request; provided that nothing in this Section 7.4(a) shall prevent the sale or disposition by Holdco of its Equity Interests in Parent after the IPO Reorganization. At the time of any such Permitted Asset Sale hereunder in which the aggregate consideration therefor exceeds $20,000,000, EnergySolutions shall provide the Administrative Agent and the Lenders with projections assuming the consummation of the Permitted Asset Sale and demonstrating pro forma compliance with Section 7.7 hereof for the remaining term of this Agreement.

(b) Liquidation, Merger or Consolidation. EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iii) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (iv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the

Subsidiaries is such parent entity), (v) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco has an economic or voting interest in EnergySolutions and (vi) the IPO Reorganization; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected Second Priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.

Section 7.5 Limitation on Guaranties.

Except as permitted under Section 7.1, EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time Guaranty, assume or be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than (a) a Guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (b) obligations under agreements of EnergySolutions or any of the Subsidiaries entered into in connection with providing or the acquisition of services, supplies and equipment in the ordinary course of the Permitted Business of EnergySolutions or any of the Subsidiaries, or (c) as may be contained in any Loan Document including, without limitation, the Holdco Guaranty and the Subsidiary Guaranty.

Section 7.6 Investments and Acquisitions.

EnergySolutions (or, after an IPO Reorganization, Parent) shall not, and shall cause each Subsidiary not to, make any Investment in any Person, or make any Acquisition, or any acquisition of any interest in real property, except that EnergySolutions may enter into the Secured Hedge Agreements, and that, so long as no Default exists before and after giving effect thereto:

(a) Cash Equivalents. EnergySolutions and each Subsidiary may, directly or through a brokerage account, purchase (i) marketable direct obligations of the United States of America, its agencies and instrumentalities maturing within one year from the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or ▇▇▇▇▇’▇, (iii) dollar denominated time deposits, certificates of deposit and bankers’ acceptances of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from ▇▇▇▇▇’▇ with maturities of not more than one year from the date of acquisition by such Person, (iv) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (i) and (ii) above entered into with any bank meeting the qualifications specified in clause (iii) above, (v) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by ▇▇▇▇▇’▇ and in each case maturing not more than one year after the date of acquisition

by such Person, and (vi) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above (collectively, “Cash Equivalents”).

(b) Acquisitions. Subject to compliance with Section 7.6(d), EnergySolutions and the Subsidiaries may make Permitted Acquisitions and Real Property Acquisitions.

(c) Investments. Subject to compliance with Section 7.6(d), EnergySolutions and the Subsidiaries may make the following Investments (collectively “Permitted Investments”):

(i) EnergySolutions and the Subsidiaries may acquire and hold accounts receivable owing to any of them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms of EnergySolutions or such Subsidiary;

(ii) EnergySolutions and its Consolidated Subsidiaries (or, after an IPO Reorganization, each Consolidated Subsidiary of Parent) may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of their suppliers and customers or in good faith settlement of delinquent obligations of, and other disputes with, their customers and suppliers arising in the ordinary course of business;

(iii) EnergySolutions and its Consolidated Subsidiaries (or, after an IPO Reorganization, each Consolidated Subsidiary of Parent) may make Investments consisting of loans and advances to officers and employees for moving, relocation and travel expenses and other similar expenditures, in each case in the ordinary course of business and in an aggregate amount not to exceed $2,000,000 at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances);

(iv) EnergySolutions and its Consolidated Subsidiaries (or, after an IPO Reorganization, each Consolidated Subsidiary of Parent) may enter into Secured Hedge Agreements;

(v) the Loan Parties may make intercompany loans and advances between and among one another (collectively, the “Intercompany Loans”), provided that (A) such Intercompany Loan made shall be evidenced by an intercompany promissory note, which note shall be pledged to the Collateral Agent pursuant to, and to the extent required by, the Pledge Agreement, and (B) each obligor and obligee in respect of each such Intercompany Loan shall have executed and delivered to the Collateral Agent a counterpart of a Subordination Agreement;

(vi) EnergySolutions and the Subsidiaries may make Investments in their respective Subsidiaries that are Subsidiary Guarantors;

(vii) a Subsidiary that is not a Subsidiary Guarantor may make Investments in another Subsidiary that is not a Subsidiary Guarantor;

(viii) EnergySolutions and the Subsidiaries may acquire and hold promissory notes and other non-cash consideration issued by the purchaser of assets in connection with a sale of such assets to the extent permitted by the definition of “Permitted Asset Sale”;

(ix) Investments outstanding on the Agreement Date and set forth on Schedule 17;

(x) other Investments in any Subsidiary that is not a Subsidiary Guarantor and joint ventures not to exceed $75,000,000 at any time outstanding; provided that any Investment in the form of a loan or advance shall be evidenced by a note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents; and

(xi) the IPO Reorganization.

(d) Conditions to Permitted Acquisitions, Real Property Acquisitions and Permitted Investments. No Permitted Acquisition, Real Property Acquisition or Permitted Investment permitted under Section 7.6(b) or (c) hereof may be consummated unless:

(i) (A) EnergySolutions (or, after the IPO Reorganization, Parent) shall be in pro forma compliance with the financial covenants set forth in Section 7.7 before and after giving effect to such Permitted Acquisition, Real Property Acquisition or Permitted Investment, as the case may be, (B) no Default shall have occurred and be continuing (or would occur after giving effect thereto) and (C) such Permitted Acquisition, Real Property Acquisition or Permitted Investment shall not be reasonably expected to have a Material Adverse Change;

(ii) With respect to any Permitted Acquisition, Real Property Acquisition or Permitted Investment of more than $20,000,000, EnergySolutions shall provide the Administrative Agent and the Lenders with notice thereof, not less than ten (10) days prior to the proposed closing thereof, and with copies of all material information pertaining to such Permitted Acquisition, Real Property Acquisition or Permitted Investment, as the case may be, and a certificate signed by the chief financial officer of EnergySolutions, certifying pro forma compliance with the covenants listed in clause (i) of this Section 7.6(d), together with any calculations necessary to demonstrate such compliance; and

(iii) Sections 5.10, 5.13 and 6.4(c) of this Agreement have been complied with.

Section 7.7 Financial Covenants.

EnergySolutions and its Subsidiaries (or, after an IPO Reorganization, Parent and its Subsidiaries) shall not:

(a) Leverage Ratio. Permit the Leverage Ratio to exceed the ratios for the respective periods ended on the dates set forth below:


Four Fiscal Quarters Ended		Maximum Ratio
March 31, 2007 – September 30, 2007		6.00
December 31, 2007		5.75
March 31, 2008 – September 30, 2008		5.50
December 31, 2008		5.25
March 31, 2009 – June 30, 2009		5.00
September 30, 2009		4.75
December 31, 2009		4.50
March 31 , 2010 – thereafter		4.25

(b) Maximum Capital Expenditures. Permit the aggregate Capital Expenditures of EnergySolutions and the Subsidiaries on a consolidated basis to be greater than the amounts for the respective fiscal years set forth below:


Fiscal Year	Maximum Capital Expenditures
2007 and thereafter	$	40,000,000

However, to the extent the aggregate Capital Expenditures of EnergySolutions and the Subsidiaries on a consolidated basis in any one fiscal year (ending on or after December 31, 2006) are less than the maximum amount permitted pursuant to this Section 7.7(b), then EnergySolutions and its Subsidiaries on a consolidated basis may expend an additional amount on Capital Expenditures in a subsequent fiscal year equal to the dollar amount of the lesser of the shortfall from such fiscal year and 50% of the amount permitted for Capital Expenditures in the prior fiscal year; however, in no circumstance may any shortfall be carried forward from more than one fiscal year at any time.

Section 7.8 Affiliate Transactions and Restricted Payments.

(a) Except as specifically provided herein (including, without limitation, Section 7.7 and Section 7.8(b) hereof), EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time enter into any transaction or series of related transactions with any Affiliate of EnergySolutions or any of the Subsidiaries, other than (i)(A) in the ordinary course of business or (B) in an amount less than $250,000 per year in the aggregate for all such transactions and (ii) in each case, on terms that are no less favorable to EnergySolutions or such Subsidiary, as the case may be, than those that would reasonably be obtained by EnergySolutions or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except (a) as described on Schedule 10 attached hereto, (b) reasonable and customary fees paid to nonofficer members of the board of directors (or similar governing body) of EnergySolutions and the Subsidiaries and (c) transactions necessary to effect the U.K. Acquisition or the IPO Reorganization, unless in each case the Administrative Agent consents in writing to such transaction prior to the consummation of such transaction.

(b) The Loan Parties will not, and will not permit any Subsidiary to, directly or indirectly, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, other than Permitted Restricted Payments.

(c) The Loan Parties will not, and will not permit any Subsidiary to, make any payment of principal, premium or interest under this Agreement unless all Term Loans hereunder have been repaid in full except as permitted by Sections 7.8(d) and (e) below.

(d) Notwithstanding subsections (a), (b) and (c) above, the Loan Parties may, and may permit any Subsidiary to, use proceeds of an IPO Reorganization (which, for the avoidance of doubt, shall include an initial public offering of the shares of common stock of Parent), or any offer or issuance of Equity Interests by Parent contributed to a Loan Party to make any payment of principal, premium or interest under this Agreement, provided that, at the time of such use of proceeds, the Leverage Ratio shall not exceed 3.75:1 (which, for the avoidance of doubt, will be calculated on a pro forma basis).

(e) Notwithstanding subsections (a), (b) and (c) above, the Loan Parties may, and may permit any Subsidiary to, use proceeds of an NDA Contract Reimbursement to make any payment of principal, premium or interest under this Agreement.

Section 7.9 Real Estate.

None of Holdco, Parent, EnergySolutions or any of their respective Subsidiaries shall purchase any single parcel of real estate other than any purchase that constitutes a Real Property Acquisition.

Section 7.10 ERISA Liabilities.

EnergySolutions (or, after an IPO Reorganization, Parent) shall not, and shall cause each of its Subsidiaries not to, permit the assets of any of their respective Plans to be less than the accumulated benefit obligations of all such Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) by an amount that could reasonably be expected to have a Material Adverse Change if the Plans were terminated.

Section 7.11 Limitation on Preferred Stock.

EnergySolutions, Parent and Holdco each shall not permit any of their respective Subsidiaries to create or issue any preferred capital stock, limited partnership interest, general partnership interest, or other securities or other equity or ownership interest except for (a) preferred capital stock, limited partnership interests, general partnership interests, and other securities and other equity and ownership interests outstanding on the Agreement Date or (b) preferred capital stock, limited partnership interests, general partnership interests, or other securities or other equity or ownership interests issued to and held by EnergySolutions, Parent or any other Subsidiary.

Section 7.12 Negative Pledge.

EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, enter into after the Agreement Date or permit to exist after the Agreement Date any new agreement (other than this Agreement any First Lien Loan Document (as defined in the First Lien Credit Agreements) or any other Loan Document) that limits or conditions the ability of EnergySolutions, Parent, Holdco or any of their respective Subsidiaries to create, incur, assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien referred to in clause (e) of the definition of “Permitted Liens” in Article 1 solely to the extent any such negative pledge relates to the property secured by or the subject of such Lien, (b) any restrictions on any Subsidiary of EnergySolutions, Parent or Holdco under any agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions, Parent or Holdco, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary or a Subsidiary of Holdco, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the Collateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12) and (g) customary restrictions in joint venture agreements of joint ventures that are not Subsidiaries.

Section 7.13 Payment Restrictions Affecting Subsidiaries.

EnergySolutions (or, after the IPO Reorganization, Parent) shall not, directly or indirectly, enter into after the Agreement Date or suffer to exist after the Agreement Date, or permit any Subsidiary to enter into after the Agreement Date or suffer to exist after the Agreement Date, any new agreement or arrangement limiting the ability of any of such Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or invest in, EnergySolutions or any Subsidiary (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents, (b) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (c) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.2 or the Loan Documents (as defined in the First Lien Credit Agreements), (d) Additional Permitted Debt, (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of the Subsidiaries (other than in favor of the Collateral Agent for the benefit of the Secured Parties), (f) customary provisions restricting assignment (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or any of the Subsidiaries is the licensee) or other contract entered into by EnergySolutions or any of the Subsidiaries in the ordinary course of business, and (g) restrictions on the transfer (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any asset subject to a Lien permitted by Section 7.2.

Section 7.14 Speculative Transactions.

EnergySolutions, Parent and Holdco shall not, and shall cause each of their respective Subsidiaries not to, enter into any derivatives transaction other than a Hedge Agreement or a currency swap transaction involving the exchange of U.S. dollars to U.K. pounds, entered into pursuant to the U.K. Acquisition, on terms reasonably acceptable to the Administrative Agent.

Section 7.15 Name, Jurisdiction of Organization and Business.

Other that as permitted pursuant to Section 7.4, no Loan Party shall change its name or its jurisdiction of incorporation without (i) 10 Business Days’ notice to the Administrative Agent and (ii) taking all actions reasonably satisfactory to the Collateral Agent that are necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, nor shall EnergySolutions or any of the Subsidiaries enter into or conduct any business other than a Permitted Business.

Section 7.16 [Reserved].

Section 7.17 Permitted Activities of Holdings and Parent.

Holdco and, after the IPO Reorganization, Parent shall not (a) incur, directly or indirectly, any Indebtedness (other than Indebtedness permitted by Section 7.1); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Security Documents or permitted pursuant to Section 7.2; (c) engage in any business or activity or own any assets other than (i) the equity interests of EnergySolutions and, after an IPO Reorganization, Duratek or a holding company that is a Loan Party and that owns, directly or indirectly, the Equity Interests of EnergySolutions and Duratek, (ii) performing its obligations and activities incidental thereto under the Loan Documents, (iii) making Restricted Payments and Investments to the extent permitted by this Agreement and (iv) in the case of Holdco, sell or dispose of its Equity Interests in Parent after the IPO Reorganization;

(d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person (other than in connection with an IPO Reorganization); (e) sell or otherwise dispose of any Equity Interests of EnergySolutions or Duratek (other than in connection with the IPO Reorganization); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than EnergySolutions or Duratek (other than in connection with the IPO Reorganization); or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

ARTICLE 8.

Default

Section 8.1 Events of Default.

Each of the following events shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body:

(a) Any representation or warranty made under this Agreement or any other Loan Document shall prove to be incorrect or misleading in any material respect when made, or when deemed to be made pursuant to Section 4.2 hereof;

(b) EnergySolutions (i) shall default in the payment of any principal amount of the Loans, or (ii) shall default in the payment of any interest, fees or other amounts payable to the Lender Parties, the Administrative Agent or any of them, when due, and such Default, in the case of this clause (ii), shall not be cured by payment in full within three (3) Business Days;

(c) Holdco, EnergySolutions, Parent or any of their Subsidiaries shall default in the performance or observance of any agreement or covenant contained in Article 7 hereof;

(d) Holdco, EnergySolutions, Parent or any of their Subsidiaries shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 8.1, and such default shall not be cured within a period of thirty (30) days after the earlier of the date that (i) any officer or manager of EnergySolutions becomes aware of such default or (ii) notice of such default to EnergySolutions from the Administrative Agent or any Lender becomes effective in accordance with Section 11.1 hereof;

(e) There shall occur any default in the performance or observance of any agreement or covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement or as otherwise provided in this Section 8.1) by EnergySolutions, any of the Subsidiaries or any other obligor thereunder, which shall not be cured within a period of thirty (30) days after the earlier of the date that (i) any officer or manager of EnergySolutions becomes aware of such default or (ii) notice of such default to EnergySolutions from the Administrative Agent or any Lender becomes effective in accordance with Section 11.1 hereof;

(f) There shall be entered and remain unstayed a decree or order for relief in respect of Holdco, Parent, EnergySolutions or any of their respective Subsidiaries under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of Holdco, Parent, EnergySolutions or any of their respective Subsidiaries, or of any substantial part of their respective properties, or ordering the

winding-up or liquidation of the affairs of Holdco, Parent, EnergySolutions or any of their respective Subsidiaries; or an involuntary petition shall be filed or case commenced against Holdco, Parent, EnergySolutions or any of their respective Subsidiaries and a temporary stay entered, and (i) such petition and stay shall not be diligently contested, or (ii) such petition and stay shall continue undismissed for a period of forty-five (45) consecutive days;

(g) Holdco, Parent, EnergySolutions or any of their respective Subsidiaries shall file a petition, answer or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or Holdco, Parent, EnergySolutions or any of their respective Subsidiaries shall consent to the institution of proceedings thereunder or to the filing of any such petition or shall seek or consent to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Holdco, Parent, EnergySolutions or any of their respective Subsidiaries, or of any substantial part of their respective properties, or Holdco, Parent, EnergySolutions or any their respective Subsidiaries shall fail generally to pay its debts as they become due, or Holdco, Parent, EnergySolutions or any of their respective Subsidiaries shall take any action in furtherance of any such action;

(h) A judgment shall be entered by any court against Holdco, Parent, EnergySolutions or any of the Subsidiaries for the payment of money which, singly or in the aggregate with other such judgments (to the extent the amount of such judgment exceeds the amount of insurance coverage therefor, net of any deductible or co-payment, and as to which the related carrier has been notified of such judgment and has responded in writing and not denied insurance coverage therefor, including without limitation the amount of such coverage), exceeds $10,000,000 or a warrant of attachment or execution or similar process shall be issued or levied against property of Holdco, Parent, EnergySolutions or any of the Subsidiaries which, together with all other such property of Holdco, Parent, EnergySolutions or any of the Subsidiaries subject to other such process, exceeds in value $10,000,000 in the aggregate, and within sixty (60) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or stayed pending appeal, or after the expiration of any such stay, such judgment, warrant or process shall not have been paid, discharged or reduced to an amount less than $5,000,000;

(i) (A) There shall be at any time any “accumulated funding deficiency,” as defined in Section 302 of ERISA or in Section 412 of the Code, with respect to any Plan or any ERISA Affiliate Plan; (B) a trustee shall be appointed by a United States District Court to administer any such Plan or ERISA Affiliate Plan; (C) the filing pursuant to Section 412(d) of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or ERISA Affiliate Plan; (D) the PBGC or a plan administrator shall institute proceedings to terminate any Plan or ERISA Affiliate Plan; or EnergySolutions, Parent or any of the Subsidiaries shall incur any liability under Title IV of ERISA in connection with the termination of any Plan or an ERISA Affiliate Plan (other than liabilities for benefit obligations that are sufficiently funded at the time of termination in accordance with applicable provisions of Title IV of ERISA); (E) any Plan, or trust created under any such Plan, shall engage in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject EnergySolutions or any of the Subsidiaries to a tax or penalty in any amount on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code or an obligation to indemnify any other person for such tax or penalty; or (F) the incurrence by EnergySolutions, Parent or any of the Subsidiaries of any liability with respect to a withdrawal or partial withdrawal from any Multiemployer Plan or the receipt by EnergySolutions or any Subsidiary of any notice, or the receipt by any Multiemployer Plan from EnergySolutions or any Subsidiary of any notice, concerning the imposition on EnergySolutions or any Subsidiary of withdrawal liability as

defined under Title IV of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization with the meaning of Title IV of ERISA, and, in each case, such event or condition, together with other such events or conditions, if any, would reasonably be expected to subject EnergySolutions and the Subsidiaries to any tax, liability or penalty in excess of $10,000,000;

(j) There shall occur (i) any default under any Indebtedness (other than the Loans) of Holdco, Parent, EnergySolutions or any of the Subsidiaries in an aggregate principal amount exceeding $5,000,000 at maturity and which default shall continue unremedied for any applicable period of time sufficient to allow the holder of such Indebtedness to accelerate the maturity of such Indebtedness; (ii) any default under any Hedge Agreement having a notional principal amount of $5,000,000 or more; or (iii) unless otherwise permitted herein, any defeasance or any other action the result of which is to defease or repay any other subordinated Indebtedness of EnergySolutions without payment in full of the Obligations; provided that with respect to any failure to pay, breach or default under the First Lien Credit Agreements, such event shall only constitute an Event of Default under this Agreement to the extent there is an Event of Default (as defined in the First Lien Credit Agreements) under Section 8.1(b), (f) or (g) thereof or if the Indebtedness outstanding under the First Lien Credit Agreements has been accelerated;

(k) One or more of the Necessary Authorizations shall be terminated or revoked such that EnergySolutions and the Subsidiaries are no longer able to operate their businesses or any portion thereof or any of such Necessary Authorizations shall fail to be renewed at the stated expiration thereof such that EnergySolutions and the Subsidiaries are no longer able to operate their businesses or any portion thereof and retain the revenue received therefrom, except in the event that the termination or revocation could not reasonably be expected to have a Material Adverse Change;

(l) Any Security Document or any Note or any other Loan Document or any material provision thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by Holdco, EnergySolutions, Parent or any of their respective Subsidiaries or by any governmental authority having jurisdiction over any of them seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or Holdco, EnergySolutions, Parent or any of their respective Subsidiaries shall deny that it has any liability or obligation for the payment of principal or interest or other obligations purported to be created under any Loan Document;

(m) Any Security Document shall for any reason fail or cease to create a valid and Second Priority Lien on or Security Interest in any material portion of the Collateral purported to be covered thereby, subject to any Permitted Lien, or any such Lien or Security Interest shall cease to be perfected, except if such failure results from the Collateral Agent’s failure to file any UCC-l financing statement or UCC-3 continuation statement in the appropriate jurisdiction or to maintain possession or control of such portion of the Collateral as a result of a sale or assignment of such Collateral by the Collateral Agent; or

(n) There shall occur a Change of Control.

Section 8.2 Remedies.

(a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or Section 8.1(g)) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders, may formally declare that an Event of Default has occurred and, at the

request of the Majority Lenders, may (i) terminate all or any portion of the Commitments of each Lender Party and the obligation of each Lender Party to make Loans and (ii) declare the principal of and interest on the Loans and any Notes and all other amounts owed to the Lender Parties and the Administrative Agent under this Agreement and any Notes and any other Obligations to be forthwith due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything in this Agreement or in the Notes or any other Loan Document to the contrary notwithstanding, and the Commitments shall thereupon forthwith terminate and all such amounts shall be immediately due and payable.

(b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or Section 8.1(g), all principal, interest and other amounts due hereunder and under any Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable, the Commitments of each Lender Party and the obligation of each Lender Party to make Loans shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, all without any action by the Administrative Agent, the Lender Parties or the Majority Lenders or any of them and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.

(c) Upon acceleration of the Obligations, as provided in Section 8.2(a) or (b), the Administrative Agent and the Lender Parties shall have all of the post-default rights granted to them, or any of them, under the Loan Documents and under Applicable Law.

(d) Upon acceleration of the Obligations, as provided in Section 8.2(a) or (b), the Administrative Agent, upon request of the Majority Lenders, shall have the right to the appointment of a receiver for the properties and assets of EnergySolutions and the Subsidiaries, both to operate and to sell such properties and assets, and EnergySolutions, for itself and on behalf of the Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection EnergySolutions or any Subsidiary may have thereto or the right to have a bond or other security posted by the Collateral Agent on behalf of the Secured Parties, in connection therewith.

(e) The rights and remedies of the Administrative Agent, the Collateral Agent and the Lender Parties hereunder shall be cumulative and not exclusive.

Section 8.3 Payments Subsequent to Declaration of Event of Default.

Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent, the Collateral Agent or the Lender Parties or otherwise received by any of such Persons (from realization on Collateral for the Secured Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to reimburse the reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment including, without limitation, any reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Secured Obligations; and second, upon satisfaction in full of all Secured Obligations, to EnergySolutions or as otherwise required by law.

Section 8.4 Certain Cure Rights.

(a) Financial Condition Covenants. Notwithstanding anything to the contrary contained in Section 8.1, in the event that EnergySolutions (or, after the IPO Reorganization, Parent) fails to comply with the requirements of any covenants set forth in Section 7.7(a) (each, a “Financial Condition Covenant”), until the expiration of the 20th day subsequent to the date the certificate calculating such Financial

Condition Covenant is required to be delivered pursuant to Section 6.3, Holdco shall have the right to issue equity interests to the Equity Sponsors for cash, and, in each case, to contribute any such cash to the capital of EnergySolutions (collectively, the “Cure Right”), and upon the receipt by EnergySolutions of such cash (the “Cure Amount”) pursuant to the exercise by Holdco of such Cure Right such Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i) Operating Cash Flow shall be increased, solely for the purpose of measuring the Financial Condition Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) If, after giving effect to the foregoing recalculations, Holdco and EnergySolutions (and, after the IPO Reorganization, Parent) shall then be in compliance with the requirements of all Financial Condition Covenants, Holdco and EnergySolutions (and, after the IPO Reorganization, Parent) shall be deemed to have satisfied the requirements of the Financial Condition Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Condition Covenants which had occurred shall be deemed cured for all purposes of this Agreement.

(b) Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (a) in no event shall Holdco be entitled to exercise the Cure Right in more than two consecutive fiscal quarters and (b) each Cure Amount shall not exceed the amount required to cure the applicable failure to comply with a Financial Condition Covenant. To the extent a fiscal quarter ended for which the Financial Condition Covenants are initially recalculated as a result of a Cure Right is included in the calculation of a Financial Condition Covenant in a subsequent fiscal period, the Cure Amount shall be included in the amount of Operating Cash Flow for such initial fiscal period.

ARTICLE 9.

The Agents

Section 9.1 Appointment and Authorization.

Each Lender hereby consents to the assignment by Calyon of all of its rights and duties as the Administrative Agent and Collateral Agent to CNAI pursuant to the Successor Agent Agreement and hereby irrevocably appoints and authorizes, and hereby agrees that it will require any transferee of any of its interest in its Loans irrevocably to appoint and authorize, CNAI as the Administrative Agent and the Collateral Agent, as applicable, to take such actions as agents on its behalf and to exercise such powers hereunder, under the Security Documents as are delegated by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding anything in the Loan Documents to the contrary, neither Calyon (as administrative and collateral agent under the First Lien Credit Agreements), the Administrative Agent, the Collateral Agent nor any of their respective directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith (or, with respect to Calyon, the First Lien Credit Agreements), except for its or their own gross negligence or willful misconduct.

Section 9.2 Interest Holders.

The Administrative Agent may treat each Lender Party, or the Person designated in the last notice filed with the Administrative Agent, whether under Section 11.1, Section 11.5 or otherwise hereunder, as the holder of all of the interests of such Lender Party in its Loans and Commitments until written notice

of transfer, signed by such Lender Party (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

Section 9.3 Consultation with Counsel.

The Administrative Agent and the Collateral Agent may consult with legal counsel selected by it with due care (which may include counsel to EnergySolutions) and shall not be liable for any action taken or suffered by it in good faith in consultation with the Majority Lenders and in reasonable reliance on such consultations.

Section 9.4 Documents.

The Administrative Agent and the Collateral Agent shall be under no duty to examine, inquire into or pass upon the validity, effectiveness or genuineness of this Agreement, any Note, any other Loan Document or any other instrument, document or communication furnished pursuant hereto or in connection herewith, and the Administrative Agent and the Collateral Agent shall be entitled to assume (absent knowledge to the contrary) that they are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

Section 9.5 CNAI and Affiliates.

With respect to its Commitments, the Loans made by it and the Notes issued to it, if any, CNAI shall have the same rights and powers under the Loan Documents as any other Lender Party and may exercise the same as though it were not an Agent; and the term “Lender Party” or “Lender Parties” shall, unless otherwise expressly indicated, include CNAI in its individual capacity. CNAI and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, any Loan Party, any of its Subsidiaries and any Person that may do business with or own securities of any Loan Party or any such Subsidiary, all as if CNAI was not an Agent and without any duty to account therefor to the Lender Parties. No Agent shall have any duty to disclose any information obtained or received by it or any of its Affiliates relating to any Loan Party or any of its Subsidiaries to the extent such information was obtained or received in any capacity other than as such Agent.

Section 9.6 Responsibility of the Administrative Agent and the Collateral Agent.

The duties and obligations of the Administrative Agent and the Collateral Agent under this Agreement and the Security Documents are only those expressly set forth in this Agreement and the Security Documents. The term “Agent” is used merely for convenience of reference, and the Administrative Agent and the Collateral Agent shall not, either as a result of the use of such term or for any other reason, have any duties or responsibilities except those expressly set forth herein or in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or the Collateral Agent. Each of the Administrative Agent and the Collateral Agent shall be entitled to assume that no Default has occurred and is continuing unless it has actual knowledge, or has been notified by EnergySolutions, of such fact or has been notified by a Lender Party in writing that such Lender Party considers that a Default has occurred and is continuing, and such Lender Party shall specify in detail the nature thereof in writing. Each of the Administrative Agent and the Collateral Agent shall not be liable hereunder for any action taken or omitted to be taken except for its own gross negligence or willful misconduct. The Administrative Agent shall provide promptly each Lender Party with copies of such documents received from EnergySolutions in connection with this Agreement as such Lender Party may reasonably request.

Section 9.7 Collateral and Guaranty Matters.

(a) The Collateral Agent, as collateral agent hereunder and under the Security Documents, is hereby authorized to act on behalf of the Secured Parties, in its own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as secured party with respect to the Collateral hereunder, the Collateral Agent shall act as collateral agent, for itself and for the ratable benefit of the Secured Parties, and such role as Collateral Agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages and other Collateral documentation.

(b) The Lender Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, and the Collateral Agent may, without further written consent or authorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the benefit of EnergySolutions that it shall execute any documents or instruments and take any further actions, in each case at the sole cost and expense of EnergySolutions, necessary:

(i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or transferred or to be sold or transferred as part of or in connection with any sale, or transferred in any liquidation or merger, in each case, permitted hereunder or under any other Loan Document, or (C) subject to Section 11.12, if approved, authorized or ratified in writing by the Majority Lenders; or

(ii) to release any Guarantor (other than Parent) from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; or

(iii) after the IPO Reorganization (but only if Parent has complied with the requirements of Section 5.18), to release Holdco from this Agreement, the Holdco Pledge Agreement and the Holdco Security Agreement (and release any corresponding Liens) and terminate the Holdco Guaranty.

Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.7.

Section 9.8 Action by the Administrative Agent and the Collateral Agent.

(a) Each of the Administrative Agent and the Collateral Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent or the Collateral Agent, as applicable, shall have been instructed by the Majority Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action. Neither the Administrative Agent nor the Collateral Agent shall incur any liability under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances for the protection of the interests of the Lender Parties, except for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court having jurisdiction over the subject matter.

(b) In any event, neither the Collateral Agent nor the Administrative Agent shall be liable to the Lenders or to any Lender in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Lenders or of all the Lenders, where expressly required by this Agreement, and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders.

Section 9.9 Notice of Default or Event of Default.

In the event that the Administrative Agent or any Lender Party shall acquire actual knowledge, or shall have been notified, of any Default (other than through a notice by one party hereto to all other parties), the Administrative Agent or such Lender Party shall promptly notify the Administrative Agent, and the Administrative Agent shall take such action and assert such rights under this Agreement as the Majority Lenders or of all the Lenders, where expressly required by this Agreement, shall request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail to request the Administrative Agent to take action or to assert rights under this Agreement in respect of any Default within ten (10) days after their receipt of the notice of any Default from the Administrative Agent or any Lender Party, or shall request inconsistent action with respect to such Default, the Administrative Agent may, but shall not be required to, take such action and assert such rights as it deems in its discretion to be advisable for the protection of the Lender Parties.

Section 9.10 Responsibility Disclaimed.

Each of the Administrative Agent and the Collateral Agent shall not be under any liability or responsibility whatsoever as agent:

(a) to EnergySolutions or any other Person as a consequence of any failure or delay in performance by or any breach by any Lender Party or Lender Parties of any of its or their obligations under this Agreement;

(b) to any Lender Party or Lender Parties as a consequence of any failure or delay in performance by, or any breach by, (i) EnergySolutions of any of its obligations under this Agreement or any Notes or any other Loan Document, or (ii) any Subsidiary or any other obligor under any other Loan Document;

(c) to any Lender Party or Lender Parties, for any statements, representations or warranties in this Agreement, or any other document contemplated by this Agreement or any other Loan Document, or any information provided pursuant to this Agreement, any other Loan Document or any other document contemplated by this Agreement, or for the validity, effectiveness, enforceability or sufficiency of this Agreement, any Notes, any other Loan Document or any other document contemplated by this Agreement;

(d) to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; or

(e) Under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 9.11 Indemnification.

(a) Each Lender Party severally agrees to indemnify each Agent and CNAI, in its capacity as administrative agent under the First Lien Credit Agreements) (to the extent not promptly reimbursed by EnergySolutions) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of the Loan Documents and any action taken or omitted by CNAI in any way relating to or arising out of the First Lien Credit Agreements or any action taken or omitted by such Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by EnergySolutions under Section 11.2, to the extent that such Agent is not promptly reimbursed for such costs and expenses by EnergySolutions. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.11 applies whether any such investigation, litigation or proceeding is brought by any Lender Party or any other Person.

(b) For purposes of this Section 9.11, the Lender Parties’ respective ratable shares of any amount shall be determined, with respect to any time deemed appropriate by such Agent, according to the sum of the aggregate principal amount of the Loans outstanding at such time and owing to the respective Lender Parties. The failure of any Lender Party to reimburse any Agent, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to such Agent, as the case may be, as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse such Agent, as the case may be, for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse such Agent, as the case may be, for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 9.11 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

Section 9.12 Credit Decision.

Each Lender Party represents and warrants to each other Lender Party, to each Agent and to the Administrative Agent that:

(a) in making its decision to enter into this Agreement and to make its Loans it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of EnergySolutions and the Subsidiaries and that it has made an independent credit judgment, and that it has not relied upon the Administrative Agent, any Agent or any other Lender Party, or information provided by the Administrative Agent (other than information provided to the Administrative Agent by EnergySolutions and forwarded by the Administrative Agent to the Lender Parties); and

(b) so long as any portion of the Obligations remains outstanding, it will continue to make its own independent evaluation of the financial condition and affairs of EnergySolutions and the Subsidiaries.

Section 9.13 Successor Agents.

(a) Resignation of Administrative Agent. The Administrative Agent may resign at any time by giving written notice five days prior to the effective date of such resignation to the Lender Parties and EnergySolutions. Upon any such resignation, the Majority Lenders shall have the right, in consultation with EnergySolutions, to appoint a successor Administrative Agent; provided that, at the time of the resignation of the Administrative Agent, no successor Administrative Agent has been appointed by the Majority Lenders, the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, which shall be any Lender Party or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent (including, for the avoidance of doubt, CNAI’s resignation as administrative agent pursuant to the Successor Agent Agreement), the provisions of this Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

(b) Resignation of Collateral Agent. The Collateral Agent may resign at any time by giving written notice of such resignation to the Lender Parties and EnergySolutions. Upon any such resignation, the Majority Lenders shall have the right, in consultation with EnergySolutions, to appoint a successor Collateral Agent; provided that if, at the time of the resignation of the Administrative Agent, no successor Collateral Agent has been appointed by the Majority Lenders, the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent and, after its resignation and prior to the appointment of any successor Collateral Agent, the retiring Collateral Agent will act as a nominee for perfection with respect to the applicable Collateral. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent (including, for the avoidance of doubt, CNAI’s resignation as collateral agent pursuant to the Successor Agent Agreement), the provisions of this Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent (and with respect to CNAI, including any action taken or omitted to be taken subsequent to its resignation in connection with the payoff of the First Lien Term Loans).

(c) General. If no successor agent shall have been appointed and shall have accepted such appointment prior to the resignation of the Administrative Agent or Collateral Agent, then the retiring Administrative Agent or Collateral Agent, as applicable, shall thereupon be discharged from its duties and obligations under the Loan Documents and the Majority Lenders shall thereafter perform all duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents until such time, if any, as the Majority Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided above. After any retiring agent’s resignation hereunder as Administrative Agent or Collateral Agent shall have become effective (including, for the avoidance of doubt, CNAI’s resignation as administrative agent and collateral agent pursuant to the Successor Agent Agreement), the provisions

of this Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as applicable, under this Agreement (and with respect to CNAI, including any action taken or omitted to be taken subsequent to its resignation in connection (x) with the payoff of the First Lien Term Loans or (y) other obligations under the First Lien Credit Agreements).

Section 9.14 Delegation of Duties.

The Administrative Agent may execute any of its duties under the Loan Documents by or through agents or attorneys selected by it using reasonable care, and shall be entitled to advice of counsel concerning all matters pertaining to such duties.

Section 9.15 Additional Agents.

None of the Lender Parties or other entities identified on the facing page of, signature pages of or elsewhere in this Agreement as a “syndication agent,” “documentation agent,” “sole bookrunner” or “sole lead arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all Lender Parties as such. Without limiting the foregoing, none of the Lender Parties so identified shall have or be deemed to have any fiduciary relationship with any other Lender Party. Each Lender Party acknowledges that it has not relied, and will not rely, on any of the Lender Parties or other entities so identified in deciding to enter into this Agreement or any other Loan Document or in taking or not taking action hereunder or thereunder.

Section 9.16 Administrative Agent May File Proofs of Claim.

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent or its designee (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on EnergySolutions) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lender Parties and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lender Parties and the Administrative Agent and their respective agents and counsel and all other amounts due the Lender Parties and the Administrative Agent under Sections 2.3, 2.5 and 11.2) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lender Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5 and 11.2.

(b) Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Party or to authorize the Administrative Agent to vote in respect of the claim of any Lender Party in any such proceeding.

Section 9.17 Intercreditor Agreement.

Notwithstanding anything herein to the contrary, each Lender also acknowledges (a) that the Lien and security interest granted to the Administrative Agent and/or the Collateral Agent pursuant to the Security Documents and the exercise of any right or remedy by the Administrative Agent and/or Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement and (b) that CNAI, Collateral Agent hereunder, is also acting as Collateral Agent under the First Lien Credit Agreements, and in such dual capacities has entered into the Intercreditor Agreement on behalf of both the Lenders hereunder as well as the lenders under the First Lien Credit Agreements, each Lender hereby waiving any actual or potential conflict or breach of duty created or existing as the result of such dual capacities and acknowledging that it has read the terms and conditions of the Intercreditor Agreement and has accepted the same without reliance on any of the Agents. In the event of any conflict between the terms of the Intercreditor Agreement and the Security Documents, the terms of the Intercreditor Agreement shall govern and control.

ARTICLE 10.

Change in Circumstances

Affecting Fixed Rate Loans

Section 10.1 Eurodollar Basis Determination Inadequate or Unfair.

If, with respect to any proposed Eurodollar Term Loan for any Interest Period, the Administrative Agent determines after consultation with the Lenders that deposits in Dollars (in the applicable amount) are not being offered to each of the Lenders in the relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to EnergySolutions and the Lenders, whereupon until the Administrative Agent notifies EnergySolutions that the circumstances giving rise to such situation no longer exist, the obligations of any affected Lender to make or continue Eurodollar Term Loans shall be suspended.

Section 10.2 Illegality.

If after the Agreement Date the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement Date), or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible, or any such governmental authority, central bank or comparable agency shall assert that it is unlawful, for any Lender to make, maintain or fund Eurodollar Term Loans, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and EnergySolutions. Before giving any notice to the Administrative Agent pursuant to this Section 10.2, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, (a) the obligation of the Lenders to make or continue Eurodollar Term Loans shall be suspended

until the Administrative Agent shall notify EnergySolutions and the Lenders that the circumstances causing such suspension no longer exist and (b) unless EnergySolutions, within three (3) Business Days thereafter, converts all Eurodollar Term Loans into Base Rate Term Loans in accordance with the terms of this Agreement, EnergySolutions shall repay in full the then outstanding principal amount of each affected Eurodollar Term Loan of such Lender, together with accrued interest thereon and any reimbursement required under Section 2.10 hereof, on either (i) the last day of the then current Interest Period applicable to such affected Eurodollar Term Loans if such Lender may lawfully continue to maintain and fund such Eurodollar Term Loans to such day or (ii) immediately if such Lender may not lawfully continue to fund and maintain such affected Eurodollar Term Loans to such day. Concurrently with repaying each affected Eurodollar Term Loan of such Lender, notwithstanding anything contained in Article 2 or Article 3 hereof, EnergySolutions may borrow a Base Rate Term Loan from such Lender, and such Lender shall make such Base Rate Term Loan, if so requested, in an amount such that the outstanding principal amount held by such Lender shall equal the outstanding principal amount immediately prior to such repayment.

Section 10.3 Increased Costs.

(a) If after the Agreement Date the adoption or effectiveness of any Applicable Law or any change or effectiveness in any Applicable Law (whether adopted before or after the Agreement Date) or any interpretation or change in interpretation or administration or effectiveness thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender Party with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i) shall subject any Lender Party to any tax, duty or other charge with respect to its obligation to make or continue Eurodollar Term Loans, or its Eurodollar Term Loans, or shall change the basis of taxation of payments to any Lender Party of the principal of or interest on its Eurodollar Term Loans or in respect of any other amounts due under this Agreement, in respect of its Eurodollar Term Loans or its obligation to make or continue Eurodollar Term Loans (except for changes in the rate or method of calculation of tax on the overall net income of such Lender Party); or

(ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, capital adequacy, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by, any Lender Party or shall impose on any Lender Party or the London interbank borrowing market or the New York certificate of deposit market any other condition affecting its obligation to make or continue Eurodollar Term Loans or its Eurodollar Term Loans;

and the result of any of the foregoing is to increase the cost to such Lender Party of making or maintaining any such Eurodollar Term Loans, or to reduce the amount of any sum received or receivable by such Lender Party under this Agreement with respect thereto, then, within five (5) days after demand by such Lender Party, EnergySolutions agrees to pay to such Lender Party such additional amount or amounts as will compensate such Lender Party for such increased costs (other than any increased costs resulting from Taxes that are Covered Taxes or Other Taxes (which shall be governed exclusively by Section 2.13) or are excluded from the definition of Covered Taxes under Section 2.13(a)). Each Lender Party will promptly notify EnergySolutions and the Administrative Agent of any event of which it has knowledge, occurring after the Agreement Date, which will entitle such Lender Party to compensation pursuant to this Section 10.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender Party, be otherwise disadvantageous to such Lender Party.

(b) Any Lender Party claiming compensation under this Section 10.3 shall provide EnergySolutions with a written certificate setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor in reasonable detail. Such certificate shall be presumptively correct, absent manifest error. In determining such amount, such Lender Party may use any reasonable averaging and attribution methods. If any Lender Party demands compensation under this Section 10.3, EnergySolutions may at any time, upon at least five (5) Business Days’ prior notice to such Lender Party, prepay in full the then outstanding affected Eurodollar Term Loans of such Lender Party, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.10 hereof. Concurrently with prepaying such Eurodollar Term Loans, notwithstanding anything contained in Article 2 or Article 3 hereof, EnergySolutions may borrow a Base Rate Term Loan from such Lender Party, and such Lender Party shall, if so requested, make such Base Rate Term Loan in an amount such that the outstanding principal amount held by such Lender Party shall equal the outstanding principal amount immediately prior to such prepayment.

(c) If any Lender requests compensation under this Section 10.3, then EnergySolutions may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.5), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) EnergySolutions shall have paid to the Administrative Agent the assignment fee specified in Section 11.5, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of and premium (if any) on its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts Section 2.10, treating such assignment as a voluntary prepayment) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or EnergySolutions (in the case of all other amounts); (iii) such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with Applicable Law. A Lender shall 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 10.3, 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 Term Loans, or requiring Eurodollar Term Loans of any Lender to be repaid or prepaid, then, unless and until such Lender notifies EnergySolutions that the circumstances giving rise to such repayment no longer apply, all Loans which would otherwise be made or continued as Eurodollar Term Loans shall, at the option of EnergySolutions, be made or continued instead as Base Rate Term Loans.

(b) If, with respect to any Eurodollar Term 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 Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify EnergySolutions and the Lenders which have made such Loan, whereupon (i) such Eurodollar Term Loan will automatically, on the last day of the then existing Interest Period therefor, be continued as a Base Rate Term Loan and (ii) the obligation of the Lenders which have made such Loan to make further or continue Eurodollar Term Loans shall be suspended until the Administrative Agent shall notify EnergySolutions 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 EnergySolutions, to it at:

EnergySolutions LLC

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Chip Everest

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Bessemer L.P.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

If to the Administrative Agent, to it at:

Citicorp North America, Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇ ▇▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to such counsel to the Administrative Agent as the Administrative Agent may designate in writing from time to time.

(ii) If to the Lender Parties, to them at the addresses set forth beside their names on Schedule 4.

Copies shall be provided to Persons other than parties hereto only in the case of notices under Article 8 hereof.

(b) Any party hereto may change the address to which notices shall be directed under this Section 11.1 by giving ten (10) days’ written notice of such change to the other parties.

(c) Delivery by fax of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Electronic mail and Internet and intranet websites may be used by the Administrative Agent and/or the Agents to distribute communications, such as financial statements and other information as provided in Article 6, and to distribute Loan Documents for execution by the parties thereto, and the Administrative Agent and the Agents shall not be responsible for any losses, costs, expenses and liabilities that may arise by reason of the use thereof, except for their own gross negligence or willful misconduct. The Administrative Agent and the parties shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of EnergySolutions even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. No Agent and no Lender Party shall be liable or responsible for any loss, cost, expense or liability resulting from the reliance by such Person on each notice purportedly given by or on behalf of EnergySolutions in accordance with this Agreement, other than, with respect to any Agent or Lender Party, the losses, costs, expenses and liabilities that result from the gross negligence or willful misconduct of such Agent or Lender Party. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 11.2 Costs and Expenses.

(a) EnergySolutions will promptly pay, or reimburse, without duplication:

(i) all reasonable out-of-pocket expenses of the Administrative Agent or the Collateral Agent in connection with the preparation, structuring, due diligence, negotiation, execution, delivery, syndication and administration of this Agreement and the other Loan Documents and the transactions related hereto, contemplated hereunder and thereunder and the making of the initial Loans hereunder (whether or not such Loans are made), including, but not limited to, the reasonable fees and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Arrangers;

(ii) all reasonable out-of-pocket expenses of the Administrative Agent or the Collateral Agent in connection with the administration of the transactions contemplated in this Agreement or the other Loan Documents, the restructuring and “work out” of such transactions and the preparation, negotiation, execution and delivery of any waiver, amendment or consent, whether or not such waiver, amendment or consent shall become effective, by the Administrative Agent and the Lender Parties relating to this Agreement or the other Loan Documents, including, but not limited to, the reasonable fees and disbursements of any experts, agents or consultants and of special counsel for the Administrative Agent or the Collateral Agent (limited to one outside counsel to the Administrative Agent and the Collateral Agent and such local counsel as may be necessary for the Administrative Agent and the Collateral Agent), but excluding any assignment fee pursuant to Section 11.5(b) hereof; and

(iii) all out-of-pocket costs and expenses of the Administrative Agent or the Collateral Agent and the Lenders in connection with the enforcement of this Agreement or the other Loan Documents and all out-of-pocket costs and expenses of collection if an Event of Default occurs in the payment of the Loans or the other Obligations, whether in any action, suit or litigation, or any bankruptcy, insolvency, liquidation, or other similar proceeding affecting creditors’ rights generally, which in each case shall include reasonable fees and out-of-pocket expenses of one respective outside counsel and such local counsel as may be necessary for the Administrative Agent, the Collateral Agent and the Lenders.

(b) EnergySolutions also agrees not to assert any claim against any Agent, any Lender Party or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Commitments, the actual or proposed use of the proceeds of any Loan, the Loan Documents or any of the transactions contemplated by the Loan Documents.

(c) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent.

Section 11.3 Waivers.

The rights and remedies of the Administrative Agent, the Collateral Agent and the Lender Parties under this Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Administrative Agent, the Collateral Agent or the Lender Parties, or any of them, in exercising any right shall operate as a waiver of such right. The Administrative Agent and the Lender Parties expressly reserve the right to require strict compliance with the terms of this Agreement in connection with any future funding of a request for a Loan. In the event the Lender Parties decide to fund a Loan at a time when EnergySolutions is not in strict compliance with the terms of this Agreement, such decision by the Lender Parties shall not be deemed to constitute an undertaking by the Lender Parties to fund any further Loans or to preclude the Lender Parties and the Administrative Agent from exercising any rights available under the Loan Documents or at law or equity. Any waiver or indulgence granted by the Administrative Agent, the Lender Parties or the Majority Lenders shall not constitute a modification of this Agreement, except to the extent expressly provided in such waiver or indulgence, or constitute a course of dealing at variance with the terms of this Agreement such as to require further notice of their intent to require strict adherence to the terms of this Agreement in the future.

Section 11.4 Set-Off.

In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the Lender Parties are hereby authorized by EnergySolutions at any time or from time to time, without notice to EnergySolutions or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other Indebtedness at any time held or owing by any Lender Party or the Administrative Agent to or for the credit or the account of EnergySolutions or any of its Subsidiaries against and on account of the Obligations irrespective of whether (a) any Lender Party or the Administrative Agent shall have made any demand hereunder or (b) the Administrative Agent shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by Section 8.2 and although such Obligations or any of them shall be contingent or unmatured.

Upon direction by the Administrative Agent with the consent of the Majority Lenders, each Lender Party holding deposits of EnergySolutions or any of its Subsidiaries shall exercise its set-off rights as so directed.

Section 11.5 Binding Effect and Assignment.

(a) This Agreement shall become effective when it shall have been executed by EnergySolutions and each Agent and the Administrative Agent shall have been notified by each Lender party hereto, and EnergySolutions shall have been notified by the Administrative Agent, that each such Lender party hereto has executed it and thereafter shall be binding upon and inure to the benefit of EnergySolutions, each Agent and each such Lender and their respective successors and assigns, except that EnergySolutions shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

(b) Each Lender may enter freely into participation agreements with respect to or otherwise grant participations in its Loans to one or more banks or other lenders or financial institutions; provided, however, that (i) such Lender’s obligations hereunder shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall not be entitled by the benefit of its participation to vote or otherwise take action under this Agreement or any other Loan Document, except with respect to the matters referred to in Section 11.12 hereof relating to the matters in which affected Lenders are required to vote or all Lenders are required to vote, (iv) such Lender shall deliver to the Administrative Agent and the Borrower (in such number of copies as shall be reasonably requested by the recipient) duly signed and properly completed copies of Internal Revenue Service Form W-8 IMY (or any successor thereto) for each participant, and (v) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. In addition, each Lender may sell up to 100%, assign or create a security interest in all or any portion of its rights hereunder and under the other Loan Documents to any other Person on an assignment basis; provided that (A) (I) at any time hereunder, such assignment is to an Affiliate of the assignor, an Approved Fund, another Lender or any Conduit Lender, (II) prior to a date to be separately agreed among the Borrower, Holdco and the Arranger (the “Syndication Date”), such assignment is made by the Administrative Agent in connection with syndication of any of the Loans, (III) prior to the Syndication Date, the Administrative Agent has given its written consent to the proposed assignee of a Lender hereunder or (IV) after the Syndication Date, the Borrower (unless there exists at the time of such assignment an Event of Default hereunder) and the Administrative Agent have given their prior written consent to the proposed assignee of a Lender hereunder, which consents shall not be unreasonably delayed, conditioned or withheld, provided that such consents may be reasonably withheld if the proposed assignee is subject to withholding tax of the sort referred to in Section 2.13 hereof, and (B) each such assignment shall be in a principal amount of not less than the lesser of (I) the entire amount of such Lender’s interest hereunder or (II) $1,000,000 unless an assignment is from one Lender to another or to an Approved Fund or an Affiliate of a Lender, in which case there shall be no minimum assignment amount. Each Lender who sells or assigns a portion of its Loans pursuant hereto shall pay to the Administrative Agent an assignment fee of $3,500 with respect to each assignment (except that one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds), such fee to be paid to the Administrative Agent not later than the effective date of the assignment of the Loan relating thereto. All assignments by any of the Lenders of any interests hereunder shall be made pursuant to an Assignment and Acceptance. Each Lender may provide any proposed participant or assignee with confidential information provided to such Lender regarding Holdco, the Borrower and its Subsidiaries on a confidential basis, and such participant or assignee shall agree to maintain such confidentiality in accordance with the provisions of Section 11.19 hereof. Further, each permitted assignee or participant with respect to any portion of the Loans shall be entitled to the benefits, and subject to the burdens, of Sections 2.11, 2.12, 2.13 and Article 10 hereof and all other provisions hereof and of the other Loan Documents as a

“Lender” hereunder. No participant shall be entitled to a greater payment under Section 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold. Upon the grant of a participation of its commitment by a Lender pursuant to this Section 11.5(b), such Lender (on behalf of the Borrower) shall maintain a register analogous to the Register described in Section 11.5(c) below.

(c) The Administrative Agent, acting for this purpose as an agent of EnergySolutions, shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of and the principal amount of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and EnergySolutions, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection at the offices of the Administrative Agent by EnergySolutions or any Lender, at any reasonable time during normal business hours and from time to time upon reasonable prior notice. Each Lender agrees to provide the Administrative Agent and EnergySolutions with written notice of the assignment of all or part of its rights hereunder. Upon the Administrative Agent’s receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee Lender, the assignee’s completed administrative questionnaire (unless the assignee is already a Lender), the fee referred to in Section 11.5(b) above and any written consent to such assignment required thereby, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effected for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(d) Notwithstanding anything to the contrary contained in this Section 11.5, any Lender that is a fund that invests in bank loans may (without the consent of EnergySolutions or the Administrative Agent) pledge all or a portion of its rights in connection with this Agreement to the trustee or any holder of obligations or agents therefor owed, or securities issued, by such fund as security for such obligations or securities. No pledge described in the immediately preceding sentence shall release any such Lender from its obligations hereunder.

(e) Except as specifically set forth in Section 11.5(b) hereof, nothing in this Agreement or any Notes, express or implied, is intended to or shall confer on any Person other than the respective parties hereto and thereto and their successors and assignees permitted hereunder and thereunder any benefit or any legal or equitable right, remedy or other claim under this Agreement or any Notes.

(f) The provisions of this Section 11.5 shall not apply to any purchase of participations among the Lenders pursuant to Section 2.11 hereof.

(g) Notwithstanding anything to the contrary contained herein, any Lender Party (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and EnergySolutions (a “Conduit Lender”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any Conduit Lender to fund any Loan, and (ii) if a Conduit Lender elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by a Conduit Lender hereunder shall utilize the applicable Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) no Conduit Lender shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender Party would be liable, (ii) no Conduit Lender shall be entitled to the benefits of Sections 2.12, 2.13 and 10.3 (or any other increased

costs protection provision) to any greater extent than the Granting Lender would have been entitled absent the use of a Conduit Lender and (iii) the Granting Lender shall for all purposes, including, without limitation, the approval of any amendment or waiver of any provision of any Loan Document, remain the Lender Party of record hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior Indebtedness of any Conduit Lender, it will not institute against, or join any other Person in instituting against, such Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained in this Agreement, any Conduit Lender may (i) with notice to, but without prior consent of, EnergySolutions and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such Conduit Lender. This Section 11.5(g) may not be amended without the prior written consent of each Granting Lender all or any part of whose Loans are being funded by a Conduit Lender at the time of such amendment.

(h) Notwithstanding any contrary provision of this Section 11.5, any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document.

Section 11.6 Accounting Principles.

Except as set forth in the following sentence, references in this Agreement to GAAP shall be to such principles as defined in Section 1.4, and all accounting terms used herein without definition shall be used as defined under GAAP. All references to Operating Cash Flow, Debt Service and other such terms shall be deemed to refer to such items of EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries on a consolidated basis, consistently applied, unless otherwise indicated herein.

Section 11.7 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

Section 11.8 Governing Law and Jurisdiction.

(a) THIS AGREEMENT, ANY NOTES AND ANY LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN

RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.

(c) EACH OF THE PARTIES HERETO IRREVOCABLY AND UN-CONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Section 11.9 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.10 Interest.

(a) In no event shall the amount of interest due or payable hereunder or under any Notes exceed the maximum rate of interest allowed by Applicable Law, and in the event any such payment is inadvertently made by EnergySolutions or inadvertently received by any Lender, then such excess sum shall be credited as a payment of principal, unless EnergySolutions shall notify the Administrative Agent or such Lender in writing that it elects to have such excess returned forthwith. It is the express intent hereof that EnergySolutions not pay and the Lenders not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may legally be paid by EnergySolutions under Applicable Law.

(b) Notwithstanding the use by the Lenders of the Base Rate, the Federal Funds Rate and the Eurodollar Rate as reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation to obtain funds from any particular source in order to charge interest to EnergySolutions at interest rates related to such reference rates.

Section 11.11 Table of Contents and Headings.

The Table of Contents and the headings of the various subdivisions used in this Agreement are for convenience only and shall not in any way modify or amend any of the terms or provisions hereof, nor be used in connection with the interpretation of any provision hereof.

Section 11.12 Amendment and Waiver.

Neither this Agreement nor any other Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof or thereof be waived orally but only by an instrument in writing signed by the Administrative Agent (or, in the case of Security Documents executed by the Collateral Agent for itself and on behalf of the Secured Parties, signed by the Collateral Agent and approved by) and the Majority Lenders and, in the case of an amendment, by EnergySolutions, except that (a) any amendment or waiver or consent relating to (i) any delay or extension in the terms of repayment or of the expiration date of any Commitment or change in the order of application of repayment or application in the reduction of any Commitment of the Loans provided in Section 2.4 or Section 2.7 hereof shall be made only with the written consent by each Lender Party directly affected thereby, (ii) any reduction in principal, interest (other than as a result of any waiver in respect of the Default Rate), premium or fees due hereunder or postponement of the payment thereof shall be made only with the written consent by each Lender Party directly affected thereby, (iii) the release of all or substantially all of the Collateral for the Loans shall be made only with the written consent by each Lender Party, (iv) any waiver of any Default due to the failure by EnergySolutions to pay any sum due to any of the Lenders hereunder shall be made only with the written consent by each Lender Party directly affected thereby, (v) any release of Holdco, Parent or any material Subsidiary Guarantor from its Guaranty of all or any portion of the Obligations, except in connection with a merger, sale or other disposition otherwise permitted hereunder, shall be made only with the written consent by each Lender Party, (vi) any portion of Section 2.6, 2.9, 2.11 or 8.3, as it relates to the relative priority of payment among the Obligations, or any other provision of this Agreement or any of the other Loan Documents specifically requiring the consent or approval of each of the Lender Parties directly affected thereby shall be made only with the written consent by each Lender Party directly affected thereby, (vii) any amendment of this Section 11.12, the definition of Majority Lenders or any other change or modification of any of the voting percentage requirements hereunder shall be made only with the written consent by each Lender Party, (viii) any amendment that extends the Eurodollar Period beyond six months shall be made with the consent of each Lender directly affected thereby and (ix) any amendment, waiver or modification of the prepayment provisions of Section 2.6, or any change in the definitions related thereto, shall be made only with the written consent by each Lender Party directly affected thereby, (b) any amendment relating to any increase in any Commitment of any Lender shall be made only by an instrument in writing signed by such Lender, the Administrative Agent and EnergySolutions and (c) the Fee Letter may be amended or otherwise modified by the parties thereto without the consent of, or notice to, any other Person. Any amendment to any provision hereunder governing the rights, obligations or liabilities of the Administrative Agent in its capacity as such may be made only by an instrument in writing signed by the Administrative Agent and by each of the Lender Parties.

If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement (other than as contemplated by clause (b) above), and the consent of all Lenders required hereunder would have been obtained but for any Lender’s failure to consent (such Lender, a “Non-Consenting Lender”) and the consent of Majority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then EnergySolutions shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to either (i) replace each such Non-Consenting Lender or Lenders (or, at the option of EnergySolutions if the respective Lender’s consent is required with respect to less than all Loans (or related Commitments), to replace only the Commitments and/or Loans of the respective Non-Consenting Lender that gave rise to the need to obtain such Lender’s individual consent) with one or more assignees pursuant to, and with the effect of an assignment under, Section 10.3 so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment) and/or repay all outstanding Loans of such Lender that gave rise to the need to obtain such Lender’s consent in accordance with this Agreement; provided that, unless the

Commitments that are terminated, Loans that are repaid are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (ii), the Majority Lenders (determined after giving effect to the proposed action) shall specifically consent thereto.

Section 11.13 Entire Agreement.

Except as otherwise expressly provided herein, this Agreement and the other documents described or contemplated herein embody the entire agreement and understanding among the parties hereto and thereto and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.

Section 11.14 Other Relationships.

No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent or its Affiliates and each Lender Party or its respective Affiliates to enter into or maintain business relationships with EnergySolutions or any of its Affiliates beyond the relationships specifically contemplated by this Agreement and the other Loan Documents.

Section 11.15 Directly or Indirectly.

If any provision in this Agreement refers to any action taken or to be taken by any Person or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

Section 11.16 Reliance on and Survival of Various Provisions.

All covenants, agreements, statements, representations and warranties made herein or in any certificate delivered pursuant hereto (a) shall be deemed to have been relied upon by the Administrative Agent and each of the Lender Parties notwithstanding any investigation heretofore or hereafter made by them and (b) shall survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Obligation is outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.10, 2.12, 2.13, 5.11, 9.11, 10.3 and 11.2 hereof, shall survive the termination of this Agreement and the payment and performance of all other Obligations.

Section 11.17 Senior Debt.

The Indebtedness of EnergySolutions evidenced by this Agreement is secured by the Security Documents and is intended by the parties hereto to be in parity with the Secured Hedge Agreements in effect from time to time (with respect to Secured Obligations under Secured Hedge Agreements) and senior in right of payment to any other Investors of EnergySolutions.

Section 11.18 Obligations Several.

The obligations of the Administrative Agent and each of the Lender Parties hereunder are several, not joint.

Section 11.19 Confidentiality.

The Lender Parties shall hold all information which has been identified as non-public, proprietary or confidential by EnergySolutions obtained pursuant to the requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound financial service industry practices; provided, however, that the Lender Parties may make disclosure of any such information (a) to their examiners, Affiliates, outside auditors, counsel, consultants, appraisers and other professional advisors in connection with this Agreement; (b) to any pledgee referred to in Section 11.5(d) or any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such pledgee, contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.19); (c) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender Party’s investment portfolio in connection with ratings issued with respect to such Lender Party; (d) as reasonably required by any proposed syndicate member or any proposed transferee or participant in connection with the contemplated transfer of any Loans or participation therein (so long as such proposed syndicate member or proposed transferee or participant agrees to be bound by the provisions of this Section 11.19); (e) as required or requested by any governmental authority or representative thereof; (f) in connection with the exercise of any right or remedy under this Agreement, the Secured Hedge Agreements, any other Loan Document or related document; (g) as required by any law, rule, regulation or judicial process; or (h) with respect to any litigation to which any Loan Party, any Agent, any Lender Party or any of their Affiliates is a party. In no event shall any Lender Party be obligated or required to return any materials furnished to it by EnergySolutions. The foregoing provisions shall not apply to a Lender Party with respect to information that (i) is or becomes generally available to the public (other than through a breach of this Section 11.19 by such Lender Party), (ii) is already in the possession of such Lender Party on a nonconfidential basis, or (iii) comes into the possession of such Lender Party in a manner not known to such Lender Party to involve a breach of a duty of confidentiality owing to EnergySolutions.

Section 11.20 Patriot Act Notice.

Each Lender Party and the Administrative Agent (for itself and not on behalf of any Lender Party) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender Party or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. EnergySolutions shall, and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender Parties in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

Section 11.21 Performance.

If any performance (other than payment) under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day.

Section 11.22 The Platform.

EnergySolutions hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and

other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any default or event of default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. In addition, EnergySolutions agrees to continue to provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

EnergySolutions further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission systems (the “Platform”).

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO ENERGYSOLUTIONS, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ENERGYSOLUTIONS’ OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 11.23 Holdco Release.

Upon the consummation of the IPO Reorganization, Holdco shall be released from its obligations under the Loan Documents, all representations, warranties and covenants applicable to Holdco shall cease to be in effect and Holdco shall be released from this Agreement, and the Holdco Guaranty, the Holdco Pledge and the Holdco Security Agreement shall be terminated (and the Collateral Agent shall execute all documents reasonably requested by EnergySolutions confirming the same) so long as (i) Parent, EnergySolutions and the Subsidiaries have complied with their obligations under Section 5.18 of the Credit Agreements and (ii) all Pledged Equity Interests (as defined in all Pledge Agreements existing prior to the IPO Reorganization other than the Holdco Pledge Agreement) have been pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the other Pledge Agreements.

ARTICLE 12.

Waiver of Jury Trial

Section 12.1 Waiver of Jury Trial.

EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS, THE LETTERS OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


ENERGYSOLUTIONS, LLC,
a Utah limited liability company

By:		/S/ R ▇▇▇▇▇ ▇▇▇▇▇▇▇
		R ▇▇▇▇▇ ▇▇▇▇▇▇▇, President and Chief Executive Officer

Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇

Address of Principal Place of Business: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇


STATE OF UTAH				)
				)
COUNTY OF SALT LAKE				)

On the day of June 22 in the year 2007, before me, the undersigned personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the instrument, personally appeared and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument the individual, or the person or entity upon behalf of which the individual acted, executed the instrument.

/S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Notary

[Notarial Seal]

[signatures continue on the following pages]


ENV HOLDINGS LLC, a Delaware limited liability company

By:		/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Manager

Taxpayer Identification Number: 56-24946

Address of Principal Place of Business:

c/o ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

[signatures continue on the following page]

▇▇


▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., as Administrative Agent, Collateral Agent and Syndication Agent

By:		/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Managing Director

CITIGROUP GLOBAL MARKETS INC., as Lead Arranger

By:		/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Managing Director

SECOND LIEN CREDIT AGREEMENT Dated as of June 26, 2007 among ENERGYSOLUTIONS, LLC as Borrower, ENV HOLDINGS LLC as Guarantor, THE LENDERS FROM TIME TO TIME PARTY HERETO, CITIGROUP GLOBAL MARKETS INC. as Sole Lead Arranger and Sole Bookrunner, CITICORP...

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