• ] Shares EnergySolutions, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2008 • EnergySolutions, Inc. • Hazardous waste management • New York
AGREEMENT AND PLAN OF MERGER Dated as of February 6, 2006 among ENERGYSOLUTIONS, LLC, DRAGON MERGER CORPORATION and DURATEK, INC.Merger Agreement • May 14th, 2007 • EnergySolutions, Inc. • Hazardous waste management
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2007 • EnergySolutions, Inc. • Hazardous waste management • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November , 2007, is entered into by and between EnergySolutions, Inc, a Delaware corporation (including its successors, the “Company”), and ENV Holdings LLC (“ENV”).
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • October 30th, 2007 • EnergySolutions, Inc. • Hazardous waste management • Utah
This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 23, 2006, is entered into by and between ENERGYSOLUTIONS, LLC, a Utah limited liability company (the “Company”), and PHILIP STRAWBRIDGE (the “Executive”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 9th, 2012 • EnergySolutions, Inc. • Hazardous waste management • Utah
THIS EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”), dated as of June 10, 2012, is entered into by and between ENERGYSOLUTIONS, Inc., a Delaware corporation (the “Company”), and David J. Lockwood (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2013 • EnergySolutions, Inc. • Hazardous waste management • Delaware
This Employment Agreement (the “Agreement”), entered into on June 13, 2013 (the “Effective Date”), is made by and between Greg Wood (the “Executive”) and EnergySolutions, Inc., a Delaware corporation (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).
TAX-QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENTNuclear Decommissioning Master Trust Agreement • March 18th, 2013 • EnergySolutions, Inc. • Hazardous waste management • Illinois
The following Master Terms for Trust Agreements (the “Master Terms”) shall apply for purposes of the Tax-Qualified Nuclear Decommissioning Master Trust Agreement by and between ZionSolutions, LLC (“ZionSolutions”) and the The Bank of New York Mellon as Trustee (the “Trustee”), and for purposes of the Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement by and between ZionSolutions and the Trustee.
PERFORMANCE GUARANTYPerformance Guaranty • March 18th, 2013 • EnergySolutions, Inc. • Hazardous waste management • Illinois
This Performance Guaranty (“Guaranty”) is made and given as of the 11th day of December 2007, by EnergySolutions, LLC, a Utah limited liability company (“Guarantor”), in favor of Exelon Generation Company, LLC, a Pennsylvania limited liability company (“Beneficiary”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 23, 2009 among ENERGYSOLUTIONS, LLC as Borrower ENERGYSOLUTIONS, INC. as Parent THE LENDERS FROM TIME TO TIME PARTY HERETO and INITIAL ISSUING BANKS NAMED HEREIN as Lenders and Initial...Credit Agreement • September 25th, 2009 • EnergySolutions, Inc. • Hazardous waste management • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 23, 2009, is made by and among ENERGYSOLUTIONS, LLC, a Utah limited liability company (“EnergySolutions”), ENERGYSOLUTIONS, INC. (“Parent”), the Lenders party hereto from time to time, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead arranger and bookrunner (the “Arranger”), and CITICORP NORTH AMERICA, INC. (“CNAI”), as Administrative Agent (the “Administrative Agent”), as collateral agent (the “Collateral Agent”), as successor agent (the “Successor Agent”), as the initial revolving issuing bank (the “Initial Revolving Issuing Bank”) and as the initial synthetic issuing bank (the “Initial Synthetic Issuing Bank”).
ContractCredit Agreement • September 11th, 2007 • EnergySolutions, Inc. • Hazardous waste management • New York
AMENDMENT NO. 3, dated as of June 26, 2007 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of June 7, 2006, as amended as of June 19, 2006, as further amended as of February 9, 2007, as amended to the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement), by and among DRAGON MERGER CORPORATION, a Delaware corporation, DURATEK, INC., a Delaware corporation (“Duratek”), the Loan Parties from time to time signatory thereto, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and the other Agents and Lenders from time to time party thereto.
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2012 • EnergySolutions, Inc. • Hazardous waste management • Utah
This Consulting Agreement (this “Agreement”) by and between Val John Christensen (“Consultant”) and EnergySolutions, Inc. (the “Company”) (collectively referred to as the “Parties”), is effective as of June 14, 2012 (the “Effective Date”).
DATED 4 October 2011 The Nuclear Decommissioning Authority (1) and Magnox Limited (2)Site Management and Operations Contract • March 15th, 2012 • EnergySolutions, Inc. • Hazardous waste management • England and Wales
This Deed may be executed in any number of counterparts, each of which when executed by one or more of the Parties shall constitute an original, but all of which shall constitute the same instrument.
ENERGYSOLUTIONS, INC. ENERGYSOLUTIONS, LLC as Issuers and the Guarantors party hereto 10.75% Senior Notes due 2018Indenture • August 16th, 2010 • EnergySolutions, Inc. • Hazardous waste management • New York
INDENTURE dated as of August 13, 2010, among ENERGYSOLUTIONS, INC., a Delaware corporation (the “Company”), ENERGYSOLUTIONS, LLC, a Utah limited liability company (the “Co-Issuer”, together with the Company, the “Issuers”), each of the Guarantors named herein, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 25th, 2009 • EnergySolutions, Inc. • Hazardous waste management • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 23, 2009, is made by and among DURATEK, INC., a Delaware corporation (“Duratek”), the Lenders party hereto from time to time, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead arranger and bookrunner (the “Arranger”), and CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent (the “Administrative Agent”), as collateral agent (the “Collateral Agent”) and as successor agent (the “Successor Agent”).
ContractCredit Agreement • November 13th, 2007 • EnergySolutions, Inc. • Hazardous waste management • New York
AMENDMENT NO. 4, dated as of November 1, 2007 (this “Amendment”), to the Credit Agreement, dated as of June 7, 2006, as amended as of June 19, 2006, as further amended as of February 9, 2007, as further amended as of June 26, 2007, as amended to the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement), by and among DURATEK, INC., a Delaware corporation (“Duratek”), the Loan Parties from time to time signatory thereto, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and the other Agents and Lenders from time to time party thereto.
EnergySolutions, Inc. 2007 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT (Performance-Based; Company EBITDA)Nonqualified Stock Option Award Agreement • March 31st, 2011 • EnergySolutions, Inc. • Hazardous waste management • Utah
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the "Award Agreement") is made effective as of [ ] (the "Date of Grant") between EnergySolutions, Inc., a Delaware corporation (with any successor, the "Company"), and [ ] (the "Participant"):
RESTRICTED STOCK AWARD AGREEMENT (With Time-Based and [Business Group Name] Performance-Based Stock Grants) (Pursuant to the EnergySolutions, Inc. 2007 Equity Incentive Plan)Restricted Stock Award Agreement • March 31st, 2011 • EnergySolutions, Inc. • Hazardous waste management • Utah
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made effective as of [ ] (the "Grant Date") by and between EnergySolutions, Inc., a Delaware corporation (with any successor, the "Company"), and [ ] (the "Participant").
NON-TAX QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENTNuclear Decommissioning Master Trust Agreement • March 18th, 2013 • EnergySolutions, Inc. • Hazardous waste management • Illinois
THIS NON-TAX QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (the “Agreement”), dated as of August 27, 2010, effective September 1, 2010, by and between ZionSolutions, LLC (“ZionSolutions”), a limited liability company organized under the laws of the State of Delaware and having a principal office at 423 West 300 South, Ste. 200, Salt Lake City, UT 84101, and The Bank of New York Mellon, as Trustee, having its office at New York, New York (the “Trustee”).
Phantom Performance Share Unit Award Agreement (“Agreement”) (Pursuant to the EnergySolutions, Inc. Executive Bonus Plan (“Plan”))Phantom Performance Share Unit Award Agreement • August 9th, 2012 • EnergySolutions, Inc. • Hazardous waste management • Delaware
EnergySolutions, Inc. (the “Company”) hereby awards to the participant specified below (the “Participant”) a performance-based phantom share unit (“PSU”) award (the “Award”) on the terms and subject to the conditions of this Agreement. For purposes of this Agreement, references to “Shares” mean shares of common stock of the Company, or such other class or kind of shares or other securities resulting from the application of Section 6 hereof. The Award and this Agreement are subject to all of the terms and conditions as set forth herein and the Plan (including, without limitation, the maximum bonus limitation set forth in Section 6 of the Plan). Initial capitalized terms not otherwise defined herein will have the meanings set forth in the Plan.
FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • April 9th, 2010 • EnergySolutions, Inc. • Hazardous waste management
THIS FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Fourth Amendment”), dated as of April 8, 2010, is entered into by and between EnergySolutions, LLC, a Utah limited liability company (the “Company”) and VAL JOHN CHRISTENSEN (the “Executive”). This Amendment amends that certain Executive Employment and Non-competition Agreement between the Company and the Executive dated June 26, 2006, as amended pursuant to the First Amendment to Executive Employment and Non-Competition Agreement dated March 19, 2007, as further amended pursuant to the Second Amendment to Executive Employment and Non-Competition Agreement dated October 30, 2007, and as further amended pursuant to the Third Amendment to Executive Employment and Non-Competition Agreement dated March 3, 2008 (collectively, the “Agreement”), as follows:
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 19th, 2010 • EnergySolutions, Inc. • Hazardous waste management • New York
AMENDMENT NO. 1, dated as of January 14, 2010 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of September 23, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement), by and among ENERGYSOLUTIONS, LLC, a Utah limited liability company (“EnergySolutions”), ENERGYSOLUTIONS, INC., a Delaware corporation (“Parent”), the other Loan Parties from time to time signatory thereto, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and the other Agents and Lenders from time to time party thereto.
British Nuclear Fuels plc and Energy Solutions EU Limited and Energy Solutions LLC AGREEMENT for the sale and purchase of the whole of the issued share capital of Reactor Sites Management Company LimitedAgreement for the Sale and Purchase of Shares • September 11th, 2007 • EnergySolutions, Inc. • Hazardous waste management
AMENDMENT NO. 1 TO OPERATING AGREEMENT OF ENERGYSOLUTIONS, LLCOperating Agreement • October 30th, 2007 • EnergySolutions, Inc. • Hazardous waste management • Utah
This AMENDMENT NO. 1 TO THE OPERATING AGREEMENT OF ENERGYSOLUTIONS, LLC (this “Amendment”) is made and entered into as of September 14, 2007, by ENV Holdings LLC as sole Member of EnergySolutions, LLC (formerly known as Envirocare of Utah, LLC), a Utah limited liability company (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Operating Agreement (as hereinafter defined).
BACKUP NUCLEAR DECOMMISSIONING TRUST AGREEMENTBackup Nuclear Decommissioning Trust Agreement • March 18th, 2013 • EnergySolutions, Inc. • Hazardous waste management • Illinois
THIS BACKUP NUCLEAR DECOMMISSIONING TRUST AGREEMENT (the “Agreement” or “Backup NDT”), dated September 1, 2010, by and between ZionSolutions, LLC (“ZionSolutions”), a limited liability company organized under the laws of the State of Delaware and having a principal office at 423 West 300 South, Ste. 200, Salt Lake City, UT 84101, and The Bank of New York Mellon, as Trustee, having its office at New York, N.Y. (the “Trustee”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 18th, 2013 • EnergySolutions, Inc. • Hazardous waste management
This First Amendment to Lease Agreement (the “Amendment”) is made this 3rd day of April, 2012 between Exelon Generation Company, LLC, a Pennsylvania limited liability company (“Landlord”) and ZionSolutions, LLC, a Delaware limited liability company (“Tenant”).
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON- COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • April 29th, 2008 • EnergySolutions, Inc. • Hazardous waste management
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “First Amendment”), dated as of March 3, 2008, is entered into by and between EnergySolutions, LLC, a Utah limited liability company (the “Company”), ENV Holdings LLC (“ENV Holdings”), and JEAN I. “CHIP” EVEREST II (the “Executive”). This First Amendment amends that certain Amended and Restated Executive Employment and Non-competition Agreement between the Company and the Executive dated January 9, 2007 (the “Agreement”), as follows:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • March 30th, 2010 • EnergySolutions, Inc. • Hazardous waste management • Utah
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), effective as of March 26, 2010 (the “Effective Date”), is entered into by and between ENERGYSOLUTIONS, LLC, a Utah limited liability company (the “Company”), and Raul Deju (the “Executive”).
ContractCredit Agreement • November 9th, 2010 • EnergySolutions, Inc. • Hazardous waste management • New York
AMENDMENT NO. 1 dated as of August 23, 2010 (this “Amendment”), to the Credit Agreement dated as of August 13, 20 10 (as amended or supplemented from time to time, the “Credit Agreement”),by and among EnergySolutions, Inc. (“Parent’), EnergySolutions, LLC, as borrower (“EnergySolutions”), the Lenders from time to lime party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1, dated as of June 19, 2006 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of January 31, 2005, as first amended and restated as of April 13, 2005, as further amended on February 1, 2006 and further...Credit Agreement • September 11th, 2007 • EnergySolutions, Inc. • Hazardous waste management • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 31, 2005, as first amended and restated as of April 13, 2005 and as further amended on February 1, 2006 and further amended and restated as of June 7, 2006, 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”), Citicorp North America, Inc. (“CNAI”), as administrative agent (the “Administrative Agent”), as collateral agent (the “Collateral Agent”), as the initial revolving issuing bank (the “Initial Revolving Issuing Bank”) and as the initial synthetic issuing bank (the “Initial Synthetic Issuing Bank”) and Calyon New York Branch (“Calyon”), as syndication agent (the “Syndication Agent”).
PERFORMANCE SHARE UNIT AGREEMENT (Pursuant to the EnergySolutions, Inc. 2007 Equity Incentive Plan)Performance Share Unit Agreement • March 15th, 2012 • EnergySolutions, Inc. • Hazardous waste management • New York
THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) by and between EnergySolutions, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT AND WAIVERCredit Agreement • February 20th, 2013 • EnergySolutions, Inc. • Hazardous waste management • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT AND WAIVER, dated as of February 15, 2013 (this “Amendment”), is entered into by and among EnergySolutions, Inc., a Delaware corporation (“Parent”), EnergySolutions, LLC, a Utah limited liability company (“EnergySolutions”), as the Borrower, the Lenders signatory hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, and is made with reference to that certain Credit Agreement dated as of August 13, 2010, as amended by that certain Amendment No. 1, dated as of August 23, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Parent, EnergySolutions, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2013 • EnergySolutions, Inc. • Hazardous waste management • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of October 11, 2013 (this “Amendment”), is entered into by and among EnergySolutions, Inc., a Delaware corporation (“Parent”), EnergySolutions, LLC, a Utah limited liability company (“EnergySolutions”), as the Borrower, the Lenders signatory hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, and is made with reference to that certain Credit Agreement, dated as of August 13, 2010, as amended by that certain Amendment No. 1, dated as of August 23, 2010, as further amended by that certain Amendment No. 2 and Consent and Waiver, dated as of February 15, 2013 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Parent, EnergySolutions, as the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used and not defined herein shall have the meanings assigned to such
CLOSING AGREEMENTClosing Agreement • March 31st, 2011 • EnergySolutions, Inc. • Hazardous waste management • Illinois
This ASSET SALE AGREEMENT, dated as of December 11, 2007 (the "Agreement"), is by and among EXELON GENERATION COMPANY, LLC, a Pennsylvania limited liability company ("Seller"), ZIONSOLUTIONS, LLC, a Delaware limited liability company ("Buyer"), ENERGYSOLUTIONS, LLC, a Utah limited liability company ("Buyer's Parent"), and ENERGYSOLUTIONS, INC. a Delaware corporation ("Guarantor"). Seller, Buyer, Buyer's Parent and Guarantor are referred to individually as a "Party" and collectively as the "Parties."
ContractCredit Agreement • September 11th, 2007 • EnergySolutions, Inc. • Hazardous waste management • New York
AMENDMENT NO. 2, dated as of February 9, 2007 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of January 31, 2005, as first amended and restated as of April 13, 2005, as further amended restated as of June 7, 2006, as amended to the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement), by and among ENERGYSOLUTIONS, LLC (f/k/a/ Envirocare of Utah, LLC), a Utah limited liability company (“EnergySolutions”), ENV HOLDINGS LLC, the other Loan Parties from time to time signatory thereto, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and the other Agents and Lenders from time to time party thereto.
AMENDMENT NO. 2 TO ENERGYSOLUTIONS THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND DURATEK AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 14th, 2010 • EnergySolutions, Inc. • Hazardous waste management • New York
AMENDMENT NO. 2, dated as of July 12, 2010 (this “Amendment”), to each of (a) the Third Amended and Restated Credit Agreement, dated as of September 23, 2009 (as amended by Amendment No. 1, dated as of January 14, 2010, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “EnergySolutions Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the EnergySolutions Credit Agreement or the Duratek Credit Agreement (as defined below), as applicable), by and among ENERGYSOLUTIONS, LLC, a Utah limited liability company (“EnergySolutions”), ENERGYSOLUTIONS, INC., a Delaware corporation (“Parent”), the other Loan Parties from time to time signatory thereto, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and the other Agents and Lenders from time to time party thereto and (b) the Amended and Restated Cr
