S-4

As filed with the Securities and Exchange Commission on May 17, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EnergySolutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	4955	51-0653027
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

EnergySolutions, LLC

(Exact name of registrant as specified in its charter)

Utah	4955	14-1921823
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

SEE TABLE OF GUARANTOR REGISTRANTS LISTED ON THE FOLLOWING PAGE

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

(801) 649-2000

(Address, including zip code, and telephone number, including area code, of each of the registrants’ principal executive offices)

William R. Benz

Executive Vice President, Chief Financial Officer

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

(801) 649-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Boris Dolgonos

Jones Day

222 East 41st Street

New York, New York 10017-6702

(212) 326-3939

Approximate date of commencement of proposed sale to the public: As soon as practicable on or after the effective date of this Registration Statement.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)	Proposed maximum aggregate offering price	Amount of registration fee (2)
10.75% Senior Notes due 2018	$300,000,000	100%	$300,000,000	$34,830
Guarantees of 10.75% Senior Notes due 2018 (3)	—	—	—	—  (4)
Total	$300,000,000	100%	$300,000,000	$34,830

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act.

(2) The registration fee has been calculated in accordance with Rule 457(f)(2) under the Securities Act.

(3) See the following page for a table of guarantor registrants.

(4) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF GUARANTOR REGISTRANTS

Exact name of guarantor as specified in its charter*	State or other jurisdiction of formation	I.R.S. employer identification number
BNG America LLC	Delaware	03-0577302
BNG America Savannah River Corporation	Delaware	54-1813446
Chem-Nuclear Systems, L.L.C.	Delaware	36-4122772
EnergySolutions Services, Inc.	Tennessee	62-1234045
Duratek, Inc.	Delaware	22-2427618
EnergySolution Company, Inc.	Delaware	06-1782005
EnergySolutions Diversified Services, Inc.	Delaware	22-2654388
EnergySolutions Federal EPC, Inc.	Delaware	02-0804852
EnergySolutions Federal Services of Hanford, Inc.	Delaware	34-4066233
EnergySolutions Government Group, Inc.	Delaware	36-3797690
EnergySolutions Fuel Services, LLC	Delaware	41-2234541
EnergySolutions Water System, LLC	Utah	38-3782649
EnergySolutions, Spent Fuel Division, Inc.	Delaware	54-2182937
GTSD Sub IV, Inc.	Delaware	52-2250539
Hittman Transport Services, Inc.	Delaware	52-1129367
Manufacturing Sciences Corporation	Colorado	84-0887414
EnergySolutions Performance Strategies Inc.	Georgia	58-2010562
Property Value Restoration, LLC	Delaware	27-3188764
EnergySolutions of Ohio, LLC	Delaware	27-0758345
EnergySolutions Midwest, LLC	Delaware	27-0671245

* The address for each of the additional registrants is c/o EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, telephone: (801) 649-2000. The name and address, including zip code, of the agent for service for each additional registrant is William R. Benz, Executive Vice President, Chief Financial Officer, EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, telephone: (801) 649-2000.

The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated May 17, 2011.

PROSPECTUS

EnergySolutions, Inc.

EnergySolutions, LLC

Offer to Exchange

$300,000,000 Outstanding 10.75% Senior Notes due 2018

for $300,000,000 Registered 10.75% Senior Notes due 2018

EnergySolutions, Inc. and EnergySolutions, LLC are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to $300,000,000 of our 10.75% senior notes due 2018 (which we refer to as the “exchange notes”) for an equal principal amount of our outstanding 10.75% senior notes due 2018. When we refer to “old notes,” we are referring to the outstanding 10.75% senior notes due 2018. The exchange notes will represent the same debt as the old notes and we will issue the exchange notes under the same indenture as the old notes.

The exchange offer expires at 5:00 p.m., New York City time, on                     , 2011, unless extended.

Terms of the Exchange Offer

• We will exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

• You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

• The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

• Certain of our subsidiaries will guarantee our obligations under the exchange notes, including the payment of principal of, premium, if any, and interest on the notes. These guarantees of the exchange notes will be senior unsecured obligations of the subsidiary guarantors.

• The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the discussion under the caption “Certain U.S. Federal Tax Considerations.”

• There is no existing market for the exchange notes to be issued, and we do not intend to apply for listing or quotation on any securities exchange or market.

An investment in the exchange notes involves risks. You should carefully review the risk factors beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any exchange notes by such broker-dealers. See “Plan of Distribution.”

Prospectus dated                     , 2011.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA	i
CERTAIN TERMS USED IN THIS PROSPECTUS	ii
WHERE YOU CAN FIND MORE INFORMATION	ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	ii
FORWARD-LOOKING STATEMENTS	iii
SUMMARY	1
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA	12
RISK FACTORS	14
THE EXCHANGE OFFER	21
USE OF PROCEEDS	29
CAPITALIZATION	30
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA	31
DESCRIPTION OF OTHER INDEBTEDNESS	33
DESCRIPTION OF NOTES	35
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS	79
PLAN OF DISTRIBUTION	84
LEGAL MATTERS	85
EXPERTS	85

We have not authorized anyone to give you any information or to make any representations about the exchange offer we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representation about this matter that is not discussed, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law.

In determining whether to participate in the exchange offer, investors must rely on their own examination of the issuer and the terms of the exchange notes and the exchange offer, including the merits and risks involved. The securities offered by this prospectus have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data and forecasts based on market research, consultant surveys, publicly available information, industry publications, analyst reports and surveys and our own estimates based on our management’s knowledge of and experience in the markets and industry in which we operate. We believe these estimates are reasonable as of the date of this prospectus. However, we have not independently verified any of the data from third-party sources and have not ascertained the underlying economic assumptions relied upon therein. This information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, consumption patterns, consumer preferences and the competitive landscape can and do change. As a result, you should be aware that the market and industry data included in this prospectus, and our estimates and beliefs based on such data, may not be reliable. We do not make any representations as to the accuracy of such market and industry data.

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CERTAIN TERMS USED IN THIS PROSPECTUS

In this prospectus, unless otherwise indicated or the context otherwise requires:

• “EnergySolutions,” “our company,” “we,” “our” and “us” refer to EnergySolutions, Inc., a Delaware corporation, and its consolidated subsidiaries.

• The “issuers” refers to EnergySolutions, Inc., a Delaware corporation, and EnergySolutions, LLC, a Utah limited liability company.

• The “old notes” refers to the issuers’ currently outstanding 10.75% senior notes due 2018. The offering of old notes was made only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S and, accordingly, was exempt from registration under the Securities Act.

• The “exchange notes” refers to the issuers’ new 10.75% senior notes due 2018 offered in the exchange offer. The terms of the exchange notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the exchange notes will be registered under the Securities Act and will not be subject to restrictions on transfer or provisions relating to additional interest.

• The “notes” refers collectively to the old notes and the exchange notes.

• The “initial purchasers” refers to J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., collectively.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be offered in exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the notes. The rules and regulations of the SEC allow us to omit from this document certain information contained in the registration statement.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of any document we file at prescribed rates by writing to the Public Reference Section of the Securities Exchange Commission at that address. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also available on our corporate website www.energysolutions.com; however, unless incorporated by reference, neither that information nor any information contained on any of our websites, is a part of this prospectus or any accompanying prospectus supplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” in this prospectus the information in other documents that we file with it, which means that we can disclose important business and financial information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a prospectus supplement. We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering under this prospectus (other than any

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information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless we specifically state in such Current Report that such information is to be considered “filed” under the Exchange Act, or we incorporate it by reference into a filing under the Securities Act or the Exchange Act):

• Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (as amended by Amendment No. 1 on Form 10-K/A and including information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement filed on April 25, 2011);

• Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011; and

• Current Report on Form 8-K filed on March 31, 2011.

Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules. You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Attention: Chief Financial Officer

Telephone: (801) 649-2000

To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than                     . In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See “Exchange Offer” for more detailed information.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward looking statements that involve risks and uncertainties Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and “predicts” and similar terms. Forward looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled “Risk Factors.” We undertake no obligation to revise or update any forward looking statements for any reason, except as required by law.

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SUMMARY

This summary does not contain all the information that may be important to you. You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read the section titled “Risk Factors” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus as well as in the documents incorporated by reference in this prospectus.

Our Company

We are a leading provider of a broad range of nuclear services to government and commercial customers who rely on our expertise to address their recurring needs throughout the lifecycle of their nuclear operations. Our broad range of nuclear services includes engineering, in-plant support services, spent nuclear fuel management, decontamination and decommissioning (“D&D”), operation of nuclear reactors, logistics, transportation, processing and low-level radioactive waste (“LLRW”) disposal. We also own and operate strategic processing and disposal facilities that complement our services and uniquely position us to provide a single source solution to our customers.

We derive almost 100% of our revenue from the provision of nuclear services, and we believe that virtually every company or organization in the United States that holds a nuclear license uses our services or facilities, directly or indirectly. Our government customers include the U.S. Department of Energy (“DOE”), U.S. Department of Defense (“DOD”) and U.K. Nuclear Decommissioning Authority (“NDA”). Our commercial customers include many of the largest owners and operators of nuclear power plants in the United States, including Constellation Energy Group, Inc., Duke Energy Corporation, Entergy Corporation, Exelon Corporation (“Exelon”) and Florida Power & Light Company. We have entered into long-term arrangements, which we refer to as “life-of-plant” contracts, with nuclear power and utility companies that own and/or operate 84 of the 104 operating nuclear reactors in the United States. Under these life-of-plant contracts, we have typically agreed to process and dispose of substantially all LLRW and mixed low-level waste (“MLLW”) generated by our customers’ nuclear power plants, and ultimately the waste materials generated from the D&D of those plants. Our commercial customers also include hospitals, pharmaceutical companies, research laboratories, universities with research reactors, industrial facilities, and other commercial facilities.

We operate strategic facilities designed for the safe processing and disposal of radioactive materials, including a facility in Clive, Utah, four facilities in Tennessee and two facilities in Barnwell, South Carolina. According to the U.S. Government Accountability Office, our facility in Clive, Utah is the largest privately owned LLRW disposal site in the United States and currently handles over 95% of all commercial LLRW (which includes medical waste, activated metals, manufacturing materials and medical and technological research materials) disposal volume in the country. We estimate that LLRW accounts for more than 90% of the volume but less than 1% of the radioactivity of all radioactive by-products. We also manage ten sites in the United Kingdom with 22 reactors for the NDA, of which four are currently operating and producing electricity and 18 are in various stages of decommissioning. We have a comprehensive portfolio of nuclear processing technology and know-how, supported by approximately 280 patents that we own or are licensed to use. As of December 31, 2010, we had more than 5,000 employees, including more than 1,000 scientists and engineers and 250 radiation and safety professionals. Approximately 3,500 of our employees are located at the ten sites we manage in the United Kingdom. We also manage approximately 160 employees at various DOE sites. We have received multiple awards for our safety record.

We provide nuclear services to government and commercial customers in the United States and internationally primarily through four reporting segments: Federal Services; Commercial Services; Logistics, Processing and Disposal (“LP&D”); and International. When a project involves the provision of specialized on-site nuclear services, as well as processing and disposal services, our Federal Services or Commercial Services segment, depending on the type of customer, coordinates with our LP&D segment to provide those specialized services. We actively seek to minimize contract risk across segments and, in 2010, approximately 96% of our revenue was derived from cost-reimbursable or unit-rate contracts.

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Our Competitive Strengths

We believe that the following strengths support our competitive position in the nuclear services industry:

• Unique, integrated capabilities. The specialized on-site management, engineering and technological expertise we provide to government and commercial customers is complemented by our unique processing and disposal facilities, enabling us to provide integrated customer solutions. Access to our own strategic processing and disposal facilities enables us to complete a broad range of projects efficiently and cost-effectively. For example, our license stewardship project to decommission Exelon’s two shut-down nuclear reactors in Zion, Illinois involves both our on-site technical services and our off-site LP&D capabilities and facilities to achieve project efficiency and cost control. We believe that this ability to offer integrated services distinguishes us from competitors that must coordinate their efforts with third party contractors to offer a comparable range of services, thereby incurring significant costs and longer timeframes to replicate a similar range of services.

• Strategic processing and disposal facilities. According to the U.S. Government Accountability Office, we are the largest non-government owner and operator of facilities in the United States for the disposal of LLRW and MLLW. We estimate that LLRW accounts for more than 90% of the volume but less than 1% of the radioactivity of all radioactive by-products. Due to government regulations and political and siting issues, no new commercial LLRW disposal site has been able to obtain the necessary permits and licenses to operate since our Clive, Utah facility was licensed in 1988. We handle the majority of the DOE’s off-site LLRW disposal business and over 95% of the LLRW generated in the United States that is disposed of in commercial sites. There are significant political and regulatory barriers to entry to provide comparable services.

• Consistent free cash flow generation. Our financial performance and consistent free cash flow generation is supported by our government and commercial customers’ recurring expenditures for nuclear services, our use of cost-plus, long-term contracts and the modest capital expenditures required to deliver our services. Our focus on the back end of the nuclear fuel cycle positions us to capture recurring revenue associated with on-going site operations at commercial nuclear facilities and long-term spending for the remediation of legacy nuclear sites by agencies of the U.S. and U.K. governments. In 2010, approximately 96% of our revenues were derived from cost-reimbursable or unit-rate contracts, substantially reducing the impact to our margins from cost overruns or project delays. Additionally, we possess an existing asset base that requires only modest capital expenditures. We have historically applied free cash flow to reduce debt, including repayments of $90.7 million of debt under our term loan facilities during the three years ended December 31, 2010.

• Long-term contracts with attractive customer base. We provide nuclear services to a broad range of customers, including the DOE, DOD and NDA, commercial power and utility companies, research laboratories, universities and other entities with nuclear related products or operations. We generate the majority of our revenues and cash flow from customers with whom we have long-term relationships. For example, our life-of-plant contracts with nuclear power and utility companies generally cover the operating life of a nuclear reactor through its decommissioning. Although a life-of-plant contract may be terminated before decommissioning is complete, we typically expect the initial term of these contracts to be in excess of 10 years. We currently possess life-of-plant contracts with nuclear power and utility companies that own and/or operate 84 of the 104 operating reactors in the United States and provide services to the remaining nuclear reactors through other contracts. Contracts with our government customers, such as the DOE, generally last five years with the possibility of an additional five-year extension. In the United Kingdom, NDA contracts generally are for five years with potentially up to two additional five-year extensions. We believe the longevity of our customer relationships combined with the credibility we have developed with our customers is a differentiator as we pursue new contracts.

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• Broad, specialized solutions offering. We possess a comprehensive portfolio of nuclear services focused on the back-end of the nuclear fuel cycle that we deliver to government and commercial customers. We believe our breadth of services, strategic assets, extensive experience and proven credentials position us to pursue a wide range of nuclear services contracts. This combination allows us to respond to specific, technical customer needs in an industry that often requires customized solutions. In addition, we believe the scale of our operations positions us to pursue large nuclear services contracts, including opportunities to serve as a lead prime contractor for major government projects with the DOE, DOD, NDA and other government agencies.

• Project management and technological expertise. The nuclear services industry faces a shortage of highly trained professionals, and we believe our human capital serves as a core competitive advantage and allows us to offer a broad range of services. We have considerable nuclear related project management capabilities for large, customized projects required by our customers. In addition, we have a substantial portfolio of nuclear processing technology and know-how, supported by approximately 280 patents that we own or are licensed to use that enable us to participate in a wide range of projects involving materials with varying levels of radioactivity. For example, we employ proprietary technologies to transport high-level radioactive materials safely to on-site independent spent fuel storage installations. In addition, we use specialized radioactive materials processing technologies, such as vitrification and metal melting, which are currently in demand by the DOE and are an important factor in procuring prime government contracts.

Our Strategy

Our objective is to continue to be a leading global provider of nuclear services by leveraging our differentiated assets, technologies and human capital. We intend to pursue this objective through the following strategies:

• Disciplined growth of core business. We have intensified our focus in delivering solutions that meet the evolving and recurring needs of our government and commercial customers. Our broad set of services focused on the back-end of the nuclear fuel cycle combined with our strategic processing and disposal facilities puts us in a unique position to deliver customized solutions to our customers. We are actively working with our customers to identify incremental opportunities to leverage our capabilities for their benefit. By focusing on solutions, we believe we can deepen our customer relationships, increase our share of each customer’s spending on services and compete for incremental contracts as they arise.

• Pursue government contracting opportunities. We pursue both Tier 1 and Tier 2 government contracting opportunities and have a substantial base of existing projects under contract that provide a consistent and recurring level of revenues at visible margins. These contracts typically last five years with the possibility of an additional five year extension, which, in our experience, is generally granted. In addition, we estimate that over $30 billion of U.S. government nuclear services contracts will be awarded within the next five years, and we expect to bid on a significant portion of these contracts. We believe that we have the expertise and scale to be a leading member of consortia pursuing Tier 1 contract opportunities. For example, in May 2008, the consortium that we jointly lead with URS Corporation was selected by the DOE to store, retrieve and treat tank waste and close the tank farms at the DOE’s Hanford site under a cost-reimbursable plus fee contract valued at approximately $7.1 billion over 10 years, which includes a five-year base period with options to extend the contract for up to five additional years. We have a 40% interest in this consortium. We also have significant staff presence at the Oak Ridge and Savannah River DOE sites. In addition, in the United Kingdom, we are currently a prime contractor for the NDA. Moreover, much of the near-term prime contracting work for the DOE and the NDA will require expertise in complex D&D and handling radioactive materials, areas in which we have substantial technological capabilities and operational experience.

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• Expand existing commercial business. We believe that the breadth of our nuclear services, our technological expertise and our proprietary processing and disposal facilities will enable us to deepen our relationships with existing commercial customers and pursue new commercial customers. Many of the specialized nuclear services that we offer are not core competencies of nuclear power and utility companies. As we deepen our relationships with these companies and provide unique solutions to their nuclear and environmental needs, we believe that they will increasingly outsource these services to us.

• Focus on decommissioning of shut-down U.S. reactors. We are actively marketing our integrated D&D services for shut-down reactors to nuclear power and utility companies. Our unique license stewardship initiative for shut-down reactors allows us to potentially accelerate D&D activities by several years. Under our license stewardship model, we would obtain our own Nuclear Regulatory Commission (“NRC”) license for a reactor site and enter into a turn-key contract with a utility through which we would acquire the plant for nominal consideration. We would then be compensated for the work performed from the decommissioning trust funds transferred from the existing owner. After we have completed the D&D of the plant, we would return the restored site to its original owner. This novel approach offers our customers cost certainty and the advantage of near-term site restoration. We believe that we are well-positioned to compete for this D&D outsourcing work because our integrated service platform, together with our on-site D&D experience, enables us to efficiently and cost-effectively complete decommissioning and disposal of the radioactive materials at these shut-down sites. In December 2007, we entered into a license stewardship agreement with Exelon, under which we have become the licensee for Exelon’s two nuclear reactors in Zion, Illinois. Pursuant to this agreement, we have assumed full responsibility for the decommissioning and site restoration at the Zion plant and will be compensated from the decommissioning trust fund for our work at the Zion plant. For more information regarding the terms of our agreement with Exelon, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Exelon Agreement” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which is incorporated by reference in this prospectus.

• Expand international operations in selected markets. We intend to focus on the long-term strategic interests of our international customers by providing a wide range of engineering and technical services to facilitate in country disposition of internationally generated radioactive waste. We believe there are substantial near-term opportunities for us to market our nuclear services to international, commercial and government customers. For example, the NDA’s latest estimate for its long term decommissioning and clean up liability is £40.8 billion, after taking into account discount rates. The NDA has spent an average of £2.6 billion per annum on its decommissioning and clean up efforts since 2005/2006. Through our U.S. based, on-site decommissioning and nuclear services business, U.K. based LLRW handling and disposition services and reputation and experience, we are positioned to bid for prime contracts under the NDA’s program. In addition to performing work in the United Kingdom, we are also pursuing opportunities in other regions, such as Asia. For example, in January 2010, we were selected to design and supply a liquid waste processing system to serve two new reactors at Yangjiang in Guangdong Province, China. The contract includes an option to provide the same system for two additional reactors to be built at the same site. The new reactors are being constructed by China Nuclear Power Engineering Company and China Nuclear Power Design Company, which are subsidiaries of China Guangdong Nuclear Power Holding Corporation. These new CPR1000 reactors are being built as part of the extensive nuclear new build program in China. We expect this project to represent a significant technical milestone as it breaks new ground in China’s move towards ever cleaner energy production. We are actively pursuing other similar opportunities in China and other countries.

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Refinancing Transactions

In connection with the offering of the old notes and as a condition thereto, we entered into a new senior secured credit facility, which we refer to as our senior secured credit facility, consisting of $105.0 million revolving credit facility (including a $100.0 million sub-limit for letters of credit) and a $560.0 million term loan. The net proceeds from that offering and $250.0 million of borrowings from the term loan were used primarily to refinance our existing revolving credit facility and term loan facilities and pay transaction fees and expenses. The remaining $310.0 million of proceeds from the term loan are held in a restricted cash account as collateral for our reimbursement obligations with respect to letters of credit, which replaced our existing $100.0 million synthetic letter of credit facility and provides credit support for a $200.0 million letter of credit that is required under our agreement with Exelon. We refer to the foregoing transactions as the “Refinancing Transactions.” For more information regarding the terms of our senior secured credit facility, see “Description of Other Indebtedness.” For more information regarding the terms of our agreement with Exelon, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Exelon Agreement” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which is incorporated by reference in this prospectus.

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Summary of the Terms of the Exchange Offer

On August 13, 2010, we completed an offering of $300,000,000 aggregate principal amount of old 10.75% senior notes due August 15, 2018. The offering of the old notes was made only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S and, accordingly, was exempt from registration under the Securities Act.

Notes offered Up to $300,000,000 aggregate principal amount of new 10.75% senior notes due August 15, 2018, registered under the Securities Act.

The terms of the exchange notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the exchange notes will be registered under the Securities Act and will not be subject to restrictions on transfer or provisions relating to additional interest. The exchange notes will bear a different CUSIP or ISIN number from the old notes and will not entitle their holders to registration rights.

The exchange offer You may exchange old notes for exchange notes.

Resale of the exchange notes We believe the exchange notes that will be issued in the exchange offer may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and the ability to resell the exchange notes.

Consequences of failure to exchange the old notes You will continue to hold old notes that remain subject to their existing transfer restrictions if:

• you do not tender your old notes; or

• you tender your old notes and they are not accepted for exchange.

With some limited exceptions, we will have no obligation to register the old notes after we consummate the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Consequences of Failure to Exchange.”

Expiration date The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2011, or the expiration date, unless we extend it, in which case expiration date means the latest date and time to which the exchange offer is extended.

Interest on the exchange notes The exchange notes will accrue interest from the most recent date to which interest has been paid or provided for on the old notes or, if no interest has been paid on the old notes, from the date of original issue of the old notes.

Conditions to the exchange offer The exchange offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue exchange notes

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in exchange for, any old notes and may terminate or amend the exchange offer if we determine in our reasonable judgment that the exchange offer violates applicable law, any applicable interpretation of the SEC or its staff or any order of any governmental agency or court of competent jurisdiction. The foregoing conditions are for our sole benefit and may be waived by us. In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for any such old notes if:

• at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part; or

• at any time any stop order is threatened or in effect with respect to the qualification of the indenture governing the notes under the Trust Indenture Act of 1939.

See “The Exchange Offer—Conditions.” We reserve the right to terminate or amend the exchange offer at any time prior to the expiration date upon the occurrence of any of the foregoing events.

Procedures for tendering old notes If you wish to accept the exchange offer, you must submit required documentation and effect a tender of old notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the relevant letter of transmittal. See “The Exchange Offer—Procedures for Tendering,” “The Exchange Offer—Book Entry Transfer” and “The Exchange Offer—Guaranteed Delivery Procedures.”

Guaranteed delivery procedures If you wish to tender your old notes, but cannot properly do so prior to the expiration date, you may tender your old notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures.”

Withdrawal rights Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in “The Exchange Offer—Exchange Agent” prior to 5:00 p.m. on the expiration date.

Acceptance of old notes and delivery of exchange notes Except in some circumstances, any and all old notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The exchange notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer—Terms of the Exchange Offer.”

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Certain U.S. federal tax consequences We believe that the exchange of the old notes for the exchange notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.”

Exchange agent Wells Fargo Bank, National Association is serving as the exchange agent.

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The Exchange Notes

The terms of the exchange notes offered in the exchange offer are identical in all material respects to the terms of the old notes, except that the exchange notes will:

• be registered under the Securities Act and therefore will not be subject to restrictions on transfer;

• not be subject to provisions relating to additional interest;

• bear a different CUSIP or ISIN number from the old notes;

• not entitle their holders to registration rights; and

• be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

Co-Issuers EnergySolutions, Inc. and EnergySolutions, LLC. EnergySolutions, Inc. is a Delaware corporation and EnergySolutions, LLC is a Utah limited liability company. EnergySolutions, LLC is a direct subsidiary of EnergySolutions, Inc. and holds all of our operating subsidiaries. As a result, the consolidated financial statements of EnergySolutions, Inc. reflect the financial condition and results of operations of both EnergySolutions, Inc. and EnergySolutions, LLC.

Notes offered $300,000,000 aggregate principal amount of 10.75% senior notes due August 15, 2018.

Maturity The exchange notes mature on August 15, 2018.

Interest The exchange notes will bear interest at a rate of 10.75% per annum, payable semi-annually.

Interest payment dates On February 15 and August 15 of each year, commencing August 15, 2011.

Guarantees The exchange notes will be unconditionally guaranteed by certain of our domestic subsidiaries on a senior unsecured basis.

Ranking The exchange notes will be senior unsecured obligations of the issuers and accordingly, they will:

• be effectively subordinated to all secured obligations of the issuers, including our senior secured credit facility, to the extent of the value of assets securing such debt;

• be structurally subordinated to all liabilities of each of our subsidiaries that does not guarantee the notes;

• rank pari passu in right of payment to all existing and future senior debt of the issuers; and

• rank senior in right of payment to all future subordinated debt of the issuers.

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Similarly, the guarantees will be the guarantors’ senior unsecured obligations and accordingly, they will:

• be effectively subordinated to our and the guarantors’ secured obligations, including our senior secured credit facility and related guarantees, to the extent of the value of assets securing such debt;

• rank pari passu in right of payment to all of the guarantors’ existing and future senior debt; and

• rank senior in right of payment to all of the guarantors’ future subordinated debt.

Optional redemption We may redeem some or all of the exchange notes at any time on or after August 15, 2014 at the redemption prices specified in this prospectus under “Description of Notes—Optional Redemption.” We may also redeem, at any time prior to August 15, 2014, some or all of the exchange notes pursuant to a make-whole provision as described in this prospectus under “Description of Notes—Optional Redemption.”

In addition, at any time and from time to time prior to August 15, 2013, we may redeem up to 35% of the aggregate principal amount of the exchange notes using the proceeds of one or more qualified equity offerings at the redemption price set forth in this prospectus under “Description of Notes—Optional Redemption.”

Change of control Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding exchange notes at 101% of their principal amount plus accrued and unpaid interest to the purchase date. See “Description of Notes—Change of Control” and “Risk Factors—Risks Relating to the Notes—We may not be able to repurchase the notes upon a change of control.”

Certain covenants The issuers will issue the exchange notes under an indenture among the issuers, the guarantors and Wells Fargo Bank, National Association, as trustee. The indenture governing the exchange notes contains, among other things, certain covenants limiting our ability and the ability of our restricted subsidiaries to:

• incur or guarantee additional indebtedness;

• pay dividends or make other restricted payments;

• make certain investments;

• create or incur liens;

• sell assets and subsidiary stock;

• transfer all or substantially all of our assets or enter into a merger or consolidation transactions; and

• enter into certain transactions with our affiliates.

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However, these limitations are subject to a number of important qualifications and exceptions. For more details, see “Description of Notes—Certain Covenants.”

Risk factors See “Risk Factors” and the other information included or incorporated in this prospectus for a discussion of factors you should carefully consider before deciding to exchange your old notes for exchange notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents summary historical consolidated financial and other data for our business as of the dates and for the periods indicated. The financial data as of December 31, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements that are incorporated by reference in this prospectus. The balance sheet data as of December 31, 2008 has been derived from our audited consolidated financial statements that are not incorporated by reference in this prospectus. The financial data as of March 31, 2011 and for the three month periods ended March 31, 2010 and 2011 have been derived from our unaudited condensed consolidated financial statements that are incorporated by reference in this prospectus. We have prepared our unaudited condensed consolidated financial statements on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for the fair presentation of our financial position and operating results for such periods. The interim results are not necessarily indicative of results for the year ending December 31, 2011 or for any other period.

You should read the following data together with our financial statements included elsewhere in this prospectus , as well as the information contained under “Risk Factors,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which are included or incorporated by reference in this prospectus.

	Year ended									Three months ended
(in thousands of dollars)	December 31, 2008			December 31, 2009			December 31, 2010			March 31, 2010			March 31, 2011
Statement of Operations Data:
Revenues	$	1,791,631		$	1,623,893		$	1,752,042		$	485,890		$	522,267
Cost of revenues		(1,544,438	)		(1,409,596	)		(1,553,508	)		(440,719	)		(475,638	)
Gross profit		247,193			214,297			198,534			45,171			46,629
Selling, general and administrative expenses		(129,430	)		(123,955	)		(132,542	)		(30,779	)		(33,407	)
Impairment of goodwill		—			—			(35,000	)		—			—
Equity in income of unconsolidated joint ventures		3,167			7,573			13,120			2,363			1,400
Income from operations		120,930			97,915			44,112			16,755			14,622
Interest expense		(44,595	)		(30,403	)		(71,487	)		(8,676	)		(18,050	)
Other income (expenses), net		(8,723	)		(961	)		36,659			(173	)		15,428
Income before income taxes and noncontrolling interests		67,612			66,551			9,284			7,906			12,000
Income tax expense		(21,098	)		(14,588	)		(29,204	)		(1,922	)		(1,182	)
Net income (loss)		46,514			51,963			(19,920	)		5,984			10,818
Less: Net income attributable to noncontrolling interests		(1,333	)		(1,131	)		(2,081	)		(151	)		(909	)
Net income (loss) attributable to EnergySolutions	$	45,181		$	50,832		$	(22,001	)	$	5,833		$	9,909
Balance Sheet Data (end of period):
Working capital(1)	$	92,550		$	120,238		$	153,615		$	118,252		$	154,515
Cash and cash equivalents		48,448			15,913			60,192			44,883			69,574
Total assets		1,550,712			1,511,175			3,425,499			1,629,788			3,478,481
Total debt		566,757			524,111			840,160			525,111			839,344
Statement of Cash Flows Data:
Net cash flows provided by (used in):
Operating activities	$	103,109		$	52,183		$	111,320		$	39,202		$	15,855
Investing activities		(27,276	)		(25,079	)		(34,269	)		(2,027	)		(3,345	)
Financing activities		(52,626	)		(64,157	)		(33,058	)		(5,153	)		(1,401	)
Other Data:
Amortization of intangible assets(2)	$	28,250		$	25,271		$	25,686		$	6,436		$	6,558
Capital expenditures		26,629			24,389			17,034			2,027			3,800

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(1) Consists of current assets less current liabilities.

(2) Represents the non-cash amortization of intangible assets such as permits, technology, customer relationships and non-compete agreements acquired through our acquisitions. Portions of this non-cash amortization expense are included in both cost of revenues and selling, general and administrative expenses.

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RISK FACTORS

Any investment in the notes involves a high degree of risk. You should carefully consider the risks described below and all of the information contained or incorporated by reference in this prospectus before deciding whether to purchase the notes. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations or affect your investment in the notes. If any of those risks actually occur, our business, financial condition and results of operations could suffer and the value of the notes could be adversely affected. The risks discussed below also include forward looking statements and our actual results may differ substantially from those discussed in these forward looking statements. See “Forward-Looking Statements” in this prospectus.

Risks Relating to the Notes

Our level of indebtedness following the offering may adversely affect our ability to operate our business, remain in compliance with debt covenants, react to changes in the economy or our industry and prevent us from making payments on our indebtedness, including the notes.

As of March 31, 2011, we had total indebtedness of approximately $839.3 million, and unused availability of approximately $89.1 million under our new revolving credit facility (including unused letters of credit). This level of indebtedness will require us to devote a material portion of our cash flow to our debt service obligations.

Our level of indebtedness could have important consequences to you, as a holder of the notes, including the following:

• a substantial portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including investment in our operations, future business opportunities or strategic acquisitions, capital expenditures and other general corporate purposes;

• it may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

• it could make us more vulnerable to downturns in general economic or industry conditions or in our business;

• it may limit, along with the financial and other restrictive covenants in the agreements governing our indebtedness, our ability to dispose of assets or borrow money for our working capital requirements, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes; and

• it may make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes.

Despite our existing indebtedness, we may still incur more debt, which could exacerbate the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although covenants under the indenture governing the notes and the credit agreement governing our senior secured credit facility will limit our ability to incur certain additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. In addition to the $105.0 million available under the revolving credit facility, which is part of our senior secured credit

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facility, we will have the option to increase the aggregate commitment under the term loan portion of our senior secured credit facility in an aggregate amount of up to $150.0 million subject to certain conditions, including compliance with the covenants in the notes offered hereby. To the extent that we incur additional indebtedness, the risks associated with our leverage described above, including our possible inability to service our debt, including the notes, would increase.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations, including the notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing our senior secured credit facility and the indenture governing the notes will restrict our ability to dispose of assets and use the proceeds from any such dispositions. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Description of Other Indebtedness” and “Description of Notes.”

If we cannot make scheduled payments on our debt, we will be in default and, as a result, holders of the notes could declare all outstanding principal and interest to be due and payable, the lenders under our senior secured credit facility could terminate their commitments to loan money and foreclose against the assets securing the borrowings under such credit agreement and we could be forced into bankruptcy or liquidation, in each case, which could result in your losing your investment in the notes.

Our ability to repay the notes depends on the performance of our subsidiaries, including our non-guarantor subsidiaries, and their ability to make payments or distributions.

We conduct a significant portion of our operations through our subsidiaries. Accordingly, repayment of our indebtedness, including the notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes will limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

Covenants in the agreement governing our senior secured credit facility and the indenture governing the notes may restrict our ability to pursue our business strategies.

In connection with the offering of the old notes and as a condition thereto, we entered into a new senior secured credit facility that replaced our existing credit arrangements. The operating and financial restrictions and

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covenants in the agreement governing our senior secured credit facility and the indenture governing the notes will adversely affect our ability to finance future operations or capital needs or to engage in other business activities. The agreement governing our senior secured credit facility and/or the indenture governing the notes will limit our ability to, among other things:

• incur or guarantee additional debt and issue preferred stock;

• redeem and/or repay certain debt;

• pay dividends or make distributions in respect of our common stock or make certain other restricted payments;

• create or incur liens;

• enter into sale-leaseback transactions;

• make certain types of loans, investments or acquisitions;

• enter into transactions with affiliates;

• enter new lines of business;

• enter into guarantees for, and investments into, certain subsidiaries and joint ventures;

• make certain capital expenditures;

• engage in certain asset sales; and

• transfer all or substantially all of our assets or enter into merger or consolidation transactions.

In addition, our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios.

These restrictions on our ability to operate our business could seriously harm our business by, among other things, limiting our ability to obtain financing and take advantage of merger and acquisition and other corporate opportunities.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with these covenants (or similar covenants contained in future financing agreements) could result in a default under the applicable indebtedness, which, if not cured or waived, could have a material adverse effect on our financial condition and liquidity.

In the event of any default under our senior secured credit facility, the lenders thereunder:

• would not be required to lend any additional amounts to us;

• could elect to declare all borrowings thereunder, together with accrued and unpaid interest and fees, to be due and payable;

• could require us to apply all of our available cash to repay these borrowings; and/or

• could foreclose against the assets securing these borrowings;

any of which could ultimately result in an event of default under the notes.

If the indebtedness under our senior secured credit facility were to be accelerated, our assets may not be sufficient to repay such indebtedness in full. In such circumstances, we could be forced into bankruptcy or liquidation and, as a result, you could lose your investment in the notes. See “Description of Other Indebtedness—Senior Secured Credit Facility.”

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The notes will be structurally subordinated to all indebtedness of our existing or future subsidiaries that do not guarantee the notes, and under certain circumstances, the subsidiaries will be released from their guarantees.

The notes will, subject to certain exceptions, be guaranteed by each of our existing and subsequently acquired or organized subsidiaries that guarantee our senior secured credit facility. Except for such subsidiary guarantors of the notes, our subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The notes will be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that, in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of such subsidiary’s creditors (including trade creditors and preferred stockholders, if any) would be entitled to payment in full out of such subsidiary’s assets before we would be entitled to any payment.

Our non-guarantor subsidiaries accounted for $1,205.9 million, or 68.8%, of our total revenue; $36.0 million, or 81.7%, of our operating income; and $14.8 million, or 27.2%, of our total depreciation, amortization and accretion expense for the year ended December 31, 2010. These subsidiaries accounted for $404.0 million, or 77.4%, of our total revenue; $18.8 million, or 128.5%, of our operating income; and $9.6 million, or 47.5%, of our total depreciation, amortization and accretion expense for the three month period ended March 31, 2011. These subsidiaries had total assets of $2,364.5 million, or 68.0%, of our total assets as of March 31, 2011.

In addition, our subsidiaries that provide, or will provide, guarantees of the notes will be automatically released from such guarantees upon the occurrence of certain events, including the following:

• the designation of such subsidiary guarantor as an unrestricted subsidiary;

• the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the notes by such subsidiary guarantor; or

• the sale or other disposition, including the sale of substantially all the assets, of such subsidiary guarantor.

If any such subsidiary guarantee is released, no holder of the notes will have a claim as a creditor against any such subsidiary and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of such subsidiary will be effectively senior to the claim of any holders of the notes. See “Description of Notes—Subsidiary Guarantees.”

Your right to receive payments on the notes is effectively subordinated to the right of lenders who have security interests in our assets, to the extent of the value of those assets.

Our obligations under the notes and the obligations of the guarantors of the notes under their guarantees are unsecured and, therefore, are effectively subordinated to our secured obligations and the secured obligations of our existing or future guarantors, to the extent of the value of the assets securing such obligations. Each of our existing and subsequently acquired or organized direct or indirect domestic subsidiaries will provide guarantees of our senior secured credit facility, subject to certain exceptions, which will be secured by a first-lien security interest in substantially all of our and such subsidiary guarantors’ assets.

If we are declared bankrupt or insolvent, or if we default under our senior secured credit facility, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders under the credit agreement governing the senior secured credit facility could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes at such time. In any such event, because the notes will not be secured by any of our assets or the equity interests in the guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”

As of March 31, 2011, we had $543.1 million of secured indebtedness.

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We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest to the purchase date. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, our ability to repurchase the notes may be limited by law or by the agreements governing our other existing or future indebtedness. Specifically, we will be contractually restricted under the terms of the credit agreement governing our senior secured credit facility from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes, unless we are able to refinance or obtain a waiver under our senior secured credit facility. If we fail to repurchase the notes after we are required to do so, we will go into default under the indenture governing the notes and under the credit agreement governing our senior secured credit facility.

If a change of control were to occur, we cannot assure you that we would have sufficient funds to repay debt outstanding under the senior secured credit facility or any securities which we would be required to offer to purchase or that become immediately due and payable as a result. We may require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms, or at all.

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the incurrence of the guarantee of the notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the guarantee of the notes could be voided as a fraudulent transfer or conveyance if the guarantor (a) incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for incurring the guarantee and, in the case of (b) only, one of the following is also true at the time thereof:

• the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

• the notes or the incurrence of the guarantee left the guarantor with an unreasonably small amount of capital to carry on its business;

• the guarantor intended to, or believed that it would, incur debts beyond such guarantor’s ability to pay as they mature; or

• the guarantor was engaged in a business or transaction or about to engage in such business or transaction for which its assets constituted unreasonably small capital to carry on its business.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if such guarantor did not substantially benefit directly or indirectly from the issuance of the notes.

We cannot be certain as to the standards a court would use to determine whether or not the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, whether the guarantees would be subordinated to any of our guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

• the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

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• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they became due.

Each guarantee of the notes will contain a provision designed to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, there is some doubt as to whether this provision is effective to protect such guarantee from being voided under fraudulent transfer law. In a recent Florida bankruptcy case, a similar provision was found to be ineffective to protect the guarantees.

If a court were to find that the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under such guarantee or subordinate such guarantee to presently existing and future indebtedness of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of a subsidiary’s guaranty could result in an event of default with respect to our and such subsidiary’s other debt that could result in acceleration of such debt.

Because each guarantor’s liability under its guarantee may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.

You will have the benefit of the guarantees by the guarantors. However, these guarantees are limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor’s liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of such guarantor. Further, under the circumstances discussed more fully above, a court under federal or state fraudulent conveyance and transfer statutes could avoid the obligations under a guarantee or further subordinate it to all other obligations of the subsidiary guarantor. In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under “Description of Notes—Subsidiary Guarantees.”

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to our company or the notes, if any, could cause the liquidity or market value of the notes to decline.

The notes have been rated by nationally recognized statistical rating agencies and may in the future be rated by additional rating agencies. We also have corporate ratings assigned by rating agencies. We cannot assure you that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant. Any downgrade, suspension or withdrawal of a rating by a rating agency could reduce the liquidity or market value of the notes.

Risks Relating to the Exchange Offer

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

The exchange notes will constitute a new issue of securities for which there is no established trading market. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. The initial purchasers of the old notes have advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in the exchange notes and they may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:

• the number of holders of exchange notes;

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• our operating performance and financial condition;

• the market for similar securities;

• the interest of securities dealers in making a market in the exchange notes; and

• prevailing interest rates.

Historically, the market for debt securities similar to the exchange notes has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market, if any, for the exchange notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your exchange notes. Therefore, we cannot assure you that you will be able to sell your exchange notes at a particular time or that the price you receive when you sell will be favorable.

You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.

We will issue the exchange notes in exchange for your old notes only if you properly tender the old notes before expiration of the exchange offer. Neither we nor the exchange agent are under any duty to give notification of defects or irregularities with respect to the tenders of the old notes for exchange. If you are the beneficial holder of old notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offer, you should promptly contact the person through whom your old notes are held and instruct that person to tender on your behalf.

Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.

Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for old notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

If you do not exchange your old notes, they may be difficult to resell.

It may be difficult for you to sell old notes that are not exchanged in the exchange offer, since any old notes not exchanged will continue to be subject to the restrictions on transfer described in the legend on the global security representing the outstanding old notes. These restrictions on transfer exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the old notes that are not exchanged for exchange notes will remain restricted securities. Accordingly, those old notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

The market price for the new notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes offered hereby. The market for the new notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your new notes.

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THE EXCHANGE OFFER

The following contains a summary of the material provisions of the exchange offer being made pursuant to the registration rights agreement, dated August 13, 2010, which we refer to as the registration rights agreement, with respect to the old notes, among us, the subsidiary guarantors and the initial purchasers of the old notes. It does not contain all of the information that may be important to an investor in the exchange notes.

Terms of the Exchange Offer

General

In connection with the issuance of the old notes, we entered into a registration rights agreement with the initial purchasers, which provides for the exchange offer.

Under the registration rights agreement, we have agreed:

• to use our commercially reasonable efforts to file with the SEC the registration statement, of which this prospectus is a part, with respect to a registered offer to exchange the old notes for the exchange notes;

• to commence the exchange offer promptly after the effectiveness of this registration statement and to use our commercially reasonable efforts to complete the exchange offer within 60 days of the effective date.

We will keep the exchange offer open for the period required by applicable law, but in any event for at least 20 business days.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. Exchange notes will be issued in exchange for an equal principal amount of outstanding old notes accepted in the exchange offer. Old notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. This prospectus, together with the letter of transmittal, is being sent to all registered holders as of                     , 2011. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under “—Conditions.”

Old notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral or written notice of such acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the exchange notes and delivering exchange notes to such holders.

Based on interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such exchange notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• such exchange notes are acquired in the ordinary course of business;

• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such exchange notes; and

• such holder is not engaged in and does not intend to engage in a distribution of such exchange notes.

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We have not sought and do not intend to seek a no-action letter from the SEC, with respect to the effects of the exchange offer, and there can be no assurance that the Staff would make a similar determination with respect to the exchange notes as it has in previous no-action letters.

By tendering old notes in exchange for relevant exchange notes, and executing the letter of transmittal for such notes, each holder will represent to us that:

• any exchange notes to be received by it will be acquired in the ordinary course of business;

• it has no arrangements or understandings with any person to participate in the distribution of the old notes or exchange notes within the meaning of the Securities Act; and

• it is not our “affiliate,” as defined in Rule 405 under the Securities Act.

If such holder is a broker-dealer, it will also be required to represent that it will receive the exchange notes for its own account in exchange for old notes acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of exchange notes. See “Plan of Distribution.” If such holder is not a broker-dealer, it will be required to represent that it is not engaged in and does not intend to engage in the distribution of the exchange notes. Each holder, whether or not it is a broker-dealer, also will be required to represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of old notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the Staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made in compliance with the provisions of Rule 144 under the Securities Act or another available exemption from the registration requirements of the Securities Act.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Each letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Upon consummation of the exchange offer, any old notes not tendered will remain outstanding and continue to accrue interest at the rate of 10.75%, but, with limited exceptions, holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will no longer be entitled to registration rights and will not be able to offer or sell their old notes unless such old notes are subsequently registered under the Securities Act, except pursuant to an exemption from or in a transaction not subject to the Securities Act and applicable state securities laws. With limited exceptions, we will have no obligation to effect a subsequent registration of the old notes.

Expiration Date; Extensions; Amendments; Termination

The expiration date for the exchange offer shall be 5:00 p.m., New York City time, on , 2011, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date for the exchange offer shall be the latest date to which the exchange offer is extended.

To extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will notify the holders of old notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date for the exchange offer. Such an announcement will include disclosure of the approximate aggregate principal amount of old notes tendered to date and may state that we are extending the exchange offer for a specified period of time.

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In relation to the exchange offer, we reserve the right to:

• delay acceptance of any old notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of old notes not previously accepted if any of the conditions set forth under “—Conditions” shall have occurred and shall not have been waived by us prior to the expiration date, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

• amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of old notes.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice of such delay, extension or termination or amendment to the exchange agent. If the terms of the exchange offer are amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the old notes of such amendment.

Without limiting the manner in which we may choose to make public an announcement of any delay, extension or termination of the exchange offer, we shall have no obligations to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the Exchange Notes

The exchange notes will accrue interest at the rate of 10.75% per annum, accruing interest from the last interest payment date on which interest was paid on the corresponding old note surrendered in exchange for such exchange note to the day before the consummation of the exchange offer, and thereafter, provided, that if an old note is surrendered for exchange on or after a record date for the notes for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the exchange note received in exchange for such old note will accrue from the date of such interest payment date. Interest on the exchange notes is payable on February 15 and August 15 of each year, commencing August 15, 2011. No additional interest will be paid on old notes tendered and accepted for exchange except as provided in the registration rights agreement.

Procedures for Tendering

To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile of such letter of transmittal, have the signatures on such letter of transmittal guaranteed if required by such letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile, together with any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. In addition, either

• a timely confirmation of a book-entry transfer of old notes into the exchange agent’s account at DTC, pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date with the letter of transmittal; or

• the holder must comply with the guaranteed delivery procedures described below.

We will issue exchange notes only in exchange for old notes that are timely and properly tendered. The method of delivery of the letter of transmittal and all other required documents is at the election and risk of the note holders. If such delivery is by mail, it is recommended that registered or certified mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery and you should carefully follow the instructions on how to tender the old notes. No letters of transmittal or other required documents should be sent to us. Delivery of all letters of transmittal and other documents must be made to the exchange agent at its address set forth below. Holders may also request their respective brokers, dealers,

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commercial banks, trust companies or nominees to effect such tender for such holders. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your old notes or the tenders thereof.

The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Exchange Act, each of which we refer to as an Eligible Institution, unless the old notes tendered pursuant to such letter of transmittal or notice of withdrawal, as the case may be, are tendered (1) by a registered holder of old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an Eligible Institution.

If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, submit with such letter of transmittal evidence satisfactory to us of their authority to so act.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, such determination being final and binding on all parties. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes that, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or defects with respect to tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. None of us, the exchange agent or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right in our sole discretion, subject to the provisions of each indenture pursuant to which the notes are issued, to:

• purchase or make offers for any old notes that remain outstanding subsequent to the expiration date or, as set forth under “—Conditions,” to terminate the exchange offer;

• redeem the old notes as a whole or in part at any time and from time to time, as set forth under “Description of Notes—Optional Redemption;” and

• purchase the old notes in the open market, in privately negotiated transactions or otherwise, to the extent permitted under applicable law.

The terms of any such purchases or offers could differ from the terms of this exchange offer.

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Acceptance of Old Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, all old notes properly tendered will be accepted promptly after the expiration date, and the exchange notes of the same series will be issued promptly after acceptance of such old notes. See “—Conditions.” For purposes of the exchange offer, old notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral or written notice thereof to the exchange agent. For each old note accepted for exchange, the holder of such series of old notes will receive an exchange note of the same series having a principal amount equal to that of the surrendered old note.

In all cases, issuance of exchange notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

• a timely book-entry confirmation of such old notes into the exchange agent’s account at the book-entry transfer facility;

• a properly completed and duly executed letter of transmittal; and

• all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged old notes will be returned without cost to the tendering holder of such notes, if in certificated form, or credited to an account maintained with such book-entry transfer facility as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes into the exchange agent’s account for the relevant notes at the book-entry transfer facility in accordance with such book-entry transfer facility’s procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at one of the addresses set forth below under “—Exchange Agent” on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility Automated Tender Offer Program, or ATOP, procedures to tender old notes.

Any participant in the book-entry transfer facility may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes into the exchange agent’s account for the relevant notes in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of such old notes into the exchange agent’s account for the relevant notes, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, that states that the book-entry transfer facility has received an express acknowledgement from a participant tendering old notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant.

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Guaranteed Delivery Procedures

If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

• the tender is made through an Eligible Institution;

• prior to the expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such Eligible Institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, that:

(1) sets forth the name and address of the holder of the old notes and the principal amount of old notes tendered,

(2) states the tender is being made thereby, and

(3) guarantees that within three New York Stock Exchange, or NYSE, trading days after the date of execution of the notice of guaranteed delivery, a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and

• a book-entry confirmation and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth below under “—Exchange Agent.” Any such notice of withdrawal must:

• specify the name of the person having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the principal amount of such old notes;

• specify the number of the account at the book-entry transfer facility from which the old notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility;

• contain a statement that such holder is withdrawing its election to have such old notes exchanged;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of such old notes in the name of the person withdrawing the tender; and

• specify the name in which such old notes are registered, if different from the person who tendered such old notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, in our sole discretion, such determination being final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder of such notes without cost to such holder, in the case of physically tendered old notes, or credited to an account maintained with the book-entry transfer facility for the old notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering” and “—Book-Entry Transfer” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

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Conditions

Notwithstanding any other provision in the exchange offer, we shall not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time prior to 5:00 p.m., New York City time, on the expiration date, we determine in our reasonable judgment that the exchange offer violates applicable law, any applicable interpretation of the Staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time, prior to the expiration date, in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for any such old notes, if at any such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of each of the indentures governing the notes under the Trust Indenture Act of 1939. We are required to use our commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest practicable date.

Exchange Agent

Wells Fargo Bank, National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail, Hand or Overnight Delivery:   Wells Fargo Bank, National Association 201 Main Street, Suite 301 Forth Worth, TX 76102 Attn: Mr. John C. Stohlmann By Facsimile:   (817) 885-8650   For Information or Confirmation by Telephone:   (817) 334-7065

Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telegraph, telephone, telecopy or in person by our officers and regular employees.

We will not make any payments to or extend any commissions or concessions to any broker or dealer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be

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registered or issued in the name of any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other persons will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

We will record the exchange notes at the same carrying value of the old notes reflected in our accounting records on the date the exchange offer is completed. Accordingly, we will not recognize any gain or loss for accounting purposes upon the exchange of exchange notes for old notes. We will amortize certain expenses incurred in connection with the issuance of the exchange notes over the respective terms of the exchange notes.

Consequences of Failure to Exchange

Holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on such old notes as a consequence of the issuance of the old notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. To the extent that old notes are tendered and accepted pursuant to the exchange offer, the trading market for untendered and tendered but unaccepted old notes could be adversely affected due to the liquidity of the market for the old notes being diminished. In addition, the restrictions on the ability to transfer the old notes may make the old notes less attractive to potential investors than the exchange notes.

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USE OF PROCEEDS

We will not receive cash proceeds from the issuance of the exchange notes under the exchange offer. In consideration for issuing the exchange notes in exchange for old notes as described in this prospectus, we will receive old notes of equal principal amount. The old notes surrendered in exchange for the exchange notes will be retired and canceled.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and restricted cash and our capitalization as of March 31, 2011. This information should be read in conjunction with “Selected Historical Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements that are incorporated by reference in this prospectus.

(in thousands)
Cash and cash equivalents	$	69,574
Restricted cash		336,021
Total cash and cash equivalents and restricted cash	$	405,595
Debt:
Term loan facility	$	543,073
Senior notes		296,271
Total debt		839,344
Stockholders’ equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; no shares issued and outstanding		—
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 88,769,403 shares issued and outstanding		888
Additional paid-in capital		500,384
Accumulated other comprehensive loss		(21,800	)
Retained earnings		12,077
Total EnergySolutions stockholders’ equity		491,549
Noncontrolling interests		3,811
Total stockholders’ equity		495,360
Total capitalization	$	1,334,704

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents selected historical consolidated financial and other data for our business as of the dates and for the periods indicated. The financial data for periods prior to November 20, 2007, the date of the completion of our initial public offering, represents the results of EnergySolutions, LLC, which holds all of our operating subsidiaries and which became a direct subsidiary of EnergySolutions, Inc. upon the completion of our initial public offering. The financial data as of December 31, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010 have been derived from the audited consolidated financial statements that are incorporated by reference in this prospectus. The financial data as of December 31, 2006, 2007 and 2008 and for the years ended December 31, 2006 and 2007 have been derived from our audited consolidated financial statements that are not incorporated by reference in this prospectus. The financial data as of March 31, 2011 and for the three month periods ended March 31, 2010 and 2011 have been derived from our unaudited condensed consolidated financial statements that are incorporated by reference in this prospectus. We have prepared our unaudited condensed consolidated financial statements on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for the fair presentation of our financial position and operating results for such periods. The interim results are not necessarily indicative of results for the year ending December 31, 2011 or for any other period.

You should read the following data together with the financial statements included elsewhere in this prospectus , as well as the information contained under “Risk Factors,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which are included or incorporated by reference in this prospectus.

	EnergySolutions
(in thousands of dollars)	Year ended December 31, 2006(1)			Year ended December 31, 2007(2)			Year ended December 31, 2008			Year ended December 31, 2009			Year ended December 31, 2010			Three months ended March 31, 2010			Three months ended March 31, 2011
Statement of operations data:
Revenues	$	427,103		$	1,092,613		$	1,791,631		$	1,623,893		$	1,752,042		$	485,890		$	522,267
Cost of revenues		(235,867	)		(896,086	)		(1,544,438	)		(1,409,596	)		(1,553,508	)		(440,719	)		(475,638	)
Gross profit		191,236			196,527			247,193			214,297			198,534			45,171			46,629
Selling, general and administrative expenses		(101,262	)		(121,948	)		(129,430	)		(123,955	)		(132,542	)		(30,779	)		(33,407	)
Impairment of goodwill		—			—			—			—			(35,000	)		—			—
Equity in income of unconsolidated joint ventures		—			1,373			3,167			7,573			13,120			2,363			1,400
Income from operations		89,974			75,952			120,930			97,915			44,112			16,755			14,622
Interest expense		(68,566	)		(75,432	)		(44,595	)		(30,403	)		(71,487	)		(8,676	)		(18,050	)
Other income (expense)		3,113			1,991			(8,723	)		(961	)		36,659			(173	)		15,428
Income before income taxes and noncontrolling interests		24,521			2,511			67,612			66,551			9,284			7,906			12,000
Income tax (expense) benefit		2,342			(11,318	)		(21,098	)		(14,588	)		(29,204	)		(1,922	)		(1,182	)
Net income (loss)		26,863			(8,807	)		46,514			51,963			(19,920	)		5,984			10,818
Less: Net income attributable to noncontrolling interests		—			(92	)		(1,333	)		(1,131	)		(2,081	)		(151	)		(909	)
Net income (loss) attributable to EnergySolutions	$	26,863		$	(8,899	)	$	45,181		$	50,832		$	(22,001	)	$	5,833		$	9,909

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	EnergySolutions
(in thousands of dollars)	Year ended December 31, 2006(1)			Year ended December 31, 2007(2)			Year ended December 31, 2008			Year ended December 31, 2009			Year ended December 31, 2010			Three months ended March 31, 2010			Three months ended March 31, 2011
Balance sheet data (end of period):
Working capital(3)	$	32,136		$	69,739		$	92,550		$	120,238		$	153,615		$	118,252		$	154,515
Cash and cash equivalents		4,641			36,366			48,448			15,913			60,192			44,883			69,574
Total assets		1,157,205			1,624,950			1,550,712			1,511,175			3,425,499			1,629,788			3,478,481
Total debt		764,167			606,967			566,757			524,111			840,160			525,111			839,344
Statement of Cash Flows Data:
Net cash flows provided by (used in):
Operating activities	$	69,756		$	152,796		$	103,109		$	52,183		$	111,320		$	39,202		$	15,855
Investing activities		(471,764	)		(211,838	)		(27,276	)		(25,079	)		(34,269	)		(2,027	)		(3,345	)
Financing activities		371,851			91,934			(52,626	)		(64,157	)		(33,058	)		(5,153	)		(1,401	)
Other data:
Ratio of earnings to fixed charges(4)		1.4x			1.0x			2.5x			3.0x			1.1x			1.6x			1.7x

(1) Includes the results of operations of BNG America LLC (“BNGA”), Duratek, Inc. (“Duratek”) and Safeguard International Solutions, Ltd. (renamed ESEU Services Limited (“ESEU Services”)) from the dates of their acquisitions in February 2006, June 2006 and December 2006, respectively.

(2) Includes the results of operations of Parallax, RSMC, NUKEM and Monserco from the dates of their acquisitions in January 2007, June 2007, July 2007 and December 2007, respectively.

(3) Consists of current assets, less current liabilities.

(4) For purposes of calculating these ratios, “earnings” consists of earnings before income taxes and noncontrolling interests, less equity in income of unconsolidated joint ventures, less net income (loss) attributed to noncontrolling interests, plus dividends of unconsolidated joint ventures, plus fixed charges (excluding capitalized interest). The term “fixed charges” consists of interest expense, the amortization of debt issuance costs and an estimate of interest as a component of rental expense.

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DESCRIPTION OF OTHER INDEBTEDNESS

Concurrently with the completion of the offering of the old notes on August 13, 2010, we established a new senior secured credit facility, which consists of a senior secured term loan in an aggregate principal amount of $560.0 million and a senior secured revolving credit facility in an aggregate principal amount of $105.0 million. The borrower under our senior secured credit facility is EnergySolutions, LLC, and the borrower’s obligations are guaranteed by EnergySolutions, Inc. and each of our direct or indirect domestic subsidiaries (other than (a) ZionSolutions, LLC, which was established for the purpose of our license stewardship project to decommission Exelon’s two shut-down nuclear reactors in Zion, Illinois, as well as up to five other special purpose subsidiaries that may be established for similar license stewardship projects and (b) certain other non-operating or immaterial subsidiaries). The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of EnergySolutions, Inc., EnergySolutions, LLC and each of our domestic subsidiary guarantors, including a pledge over the equity interests of the Borrower and each of our domestic subsidiary guarantors (which pledge excludes the equity interests in ZionSolutions, LLC and other special purpose subsidiaries, as well as any other subsidiary whose organizational documentation prohibits such pledge, and is limited, in the case of voting equity interests of a foreign subsidiary, to 65% of such equity interests except to the extent such equity interests cannot be pledged under the laws of the jurisdiction of organization of such foreign subsidiary). In the event of default, the lenders have standard creditor remedies, including the right to foreclose on the pledged assets.

In addition to our senior secured credit facility, under certain circumstances, EnergySolutions, LLC may obtain incremental loan facilities and incremental revolving commitments of up to $150.0 million. If the interest rate spread applicable to any incremental facility exceeds the interest rate spread applicable to an existing credit facility of comparable class by more than 25 basis points, then the interest rate spread for such existing credit facility will be automatically increased by such amount as would be necessary to eliminate such excess over 25 basis points. In addition, borrowings under any incremental facility are subject to restrictions in the notes.

Borrowings under the senior secured credit facility bear interest at a rate equal to:

(1)   in the case of the term loan, Adjusted LIBOR plus 4.50%, or ABR plus 3.50%;

(2)   in the case of the revolving credit facility, Adjusted LIBOR plus 4.50%, or ABR plus 3.50%; and

(3)   in the case of revolving letters of credit, a per annum fee equal to the spread over Adjusted LIBOR under the revolving credit facility, along with a fronting fee and issuance and administration fees.

“Adjusted LIBOR” is defined as, with respect to any interest period, the London interbank offered rate for such interest period, adjusted for any applicable statutory reserve requirements; provided that Adjusted LIBOR, when used in reference to the term loan, will at no time be less than 1.75% per annum.

“ABR” is defined as the highest of (a) the administrative agent’s Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1.00% and (c) the Adjusted LIBOR from time to time for an interest period of one month, plus 1.00%; provided that ABR, when used in reference to the term loan, shall at no time be less than 2.75% per annum.

The term loan amortizes in equal quarterly installments on the last day of each March, June, September and December in aggregate annual amounts equal to 0.25% of the original principal amount of the term loan, with the balance being payable on August 13, 2016.

The borrower will be required to prepay borrowings under the senior secured credit facility with (1) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts, (2) 100% of the net proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (3) 50% of excess cash flow (as defined in the senior secured credit facility), reduced by the aggregate amount of

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term loans optionally prepaid during the applicable fiscal year if our leverage ratio is greater than or equal to 3.0 to 1.0, and 25% of excess cash flow if our leverage ratio is less than 3.0 to 1.00 and greater than or equal to 1.0 to 1.0. The borrower will not be required to prepay borrowings with excess cash flow if our leverage ratio is less than or equal to 1.0 to 1.0.

The senior secured credit facility requires us to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated adjusted EBITDA, as defined in the senior secured credit facility) and an interest coverage ratio (based upon the ratio of consolidated adjusted EBITDA to consolidated cash interest expense), which are tested quarterly. Failure to comply with these financial ratio covenants would result in an event of default under the senior secured credit facility and, absent a waiver or an amendment from the lenders, preclude the borrower from making further borrowings under the senior secured credit facility and permit the lenders to accelerate all outstanding borrowings under the senior secured credit facility.

The senior secured credit facility also contains a number of affirmative and restrictive covenants, including limitations on mergers, consolidations and dissolutions; sales of assets; investments and acquisitions; indebtedness; liens; affiliate transactions; maximum capital expenditures; and dividends and restricted payments. The senior secured credit facility contains events of default for non-payment of principal and interest when due, cross default and cross acceleration provisions and an event of default that would be triggered by a change of control.

JPMorgan Chase Bank, N.A. is the administrative agent and collateral agent for our senior secured credit facility. J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as joint lead arrangers and joint bookrunners for the senior secured credit facility. Credit Suisse AG and Citibank, N.A., together with their affiliates, are acting as syndication agents for the senior secured credit facility.

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DESCRIPTION OF NOTES

General

The old 10.75% Senior Notes due August 15, 2018 (the “Old Notes”) were issued, and the new 10.75% Senior Notes due August 15, 2018 (the “Exchange Notes”) will be issued, under an indenture, dated as of August 13, 2010 (the “Indenture”), among EnergySolutions, Inc., EnergySolutions, LLC, the guarantor parties thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

The terms of the Exchange Notes are substantially identical to the terms of the Old Notes, except that the Exchange Notes are registered under the Securities Act and therefore will not contain restrictions on transfer or provisions relating to additional interest. The Exchange Notes will bear a different CUSIP and ISIN number from the Old Notes and will not entitle their holders to registration rights. Exchange Notes will otherwise be treated as Old Notes for purposes of the Indenture.

The Indenture contains provisions that define your rights and govern the obligations of the Company under the Notes. Copies of the forms of the Indenture and the Notes will be made available to prospective purchasers of the Notes upon request. See “Additional Information.”

The following is a summary of certain provisions of the Indenture and the Notes. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, including the definitions of certain terms therein and those terms to be made a part thereof by the Trust Indenture Act of 1939. The term “Company” and the other capitalized terms defined in “—Certain Definitions” below are used in this “Description of Notes” as so defined. Any reference to a “Holder” or a “Noteholder” in this Description of Notes refers to the Holders of the Notes. Any reference to “Notes” or a “class” of Notes in this Description of Notes refers to the Notes as a class. The term “Notes” refers collectively to the Old Notes and the Exchange Notes.

Brief Description of the Notes

The Notes:

• are general unsecured senior obligations of the Issuers;

• rank pari passu in right of payment with all existing and future Senior Indebtedness of the Issuers (including the Credit Agreement);

• are effectively subordinated to all secured Indebtedness of the Issuers (including the Credit Agreement) to the extent of the value of the assets securing such Indebtedness;

• are structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of the Company’s Subsidiaries that are not guaranteeing the Notes; and

• rank senior in right of payment to any future Subordinated Obligations of the Issuers.

Brief Description of the Subsidiary Guarantees

The Notes are guaranteed by each of the Subsidiary Guarantors. The Subsidiary Guarantee of each Subsidiary Guarantor:

• is a general unsecured senior obligation of such Subsidiary Guarantor;

• ranks pari passu in right of payment with all existing and future Senior Indebtedness (including the Credit Agreement) of such Subsidiary Guarantor;

• is effectively subordinated to all secured Indebtedness of such Subsidiary Guarantor (including the Credit Agreement) to the extent of the value of the assets securing such Indebtedness; and

• ranks senior in right of payment to any future Subordinated Obligations of such Subsidiary Guarantor.

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As of March 31, 2011:

• the Issuers and the Subsidiary Guarantors had $839.3 million of outstanding Indebtedness;

• the Issuers and the Subsidiary Guarantors had $543.1 million of outstanding secured Indebtedness; and

• Subsidiaries of the Company that are not Subsidiary Guarantors had no outstanding Indebtedness.

Substantially all of the operations of the Company are conducted through its Subsidiaries. Some of the Subsidiaries of the Company are not Guaranteeing the Notes, and, as described under “—Subsidiary Guarantees,” Subsidiary Guarantees may be released under certain circumstances. In addition, future Subsidiaries of the Company may not be required to guarantee the Notes. Claims of creditors of such non-guarantor Subsidiaries, including trade creditors and creditors holding Indebtedness or Guarantees issued by such non-guarantor Subsidiaries, and claims of preferred stockholders of such non-guarantor Subsidiaries, generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of the creditors of the Company, including Holders of Notes. Accordingly, the Notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries.

Our non-guarantor Subsidiaries accounted for $1,205.9 million, or 68.8%, of our total revenue; $36.0 million, or 81.7%, of our operating income; and $14.8 million, or 27.2%, of our total depreciation, amortization and accretion expense for the year ended December 31, 2010. These Subsidiaries accounted for $404.0 million, or 77.4%, of our total revenue; $18.8 million, or 128.5%, of our operating income; and $9.6 million, or 47.5%, of our total depreciation, amortization and accretion expense for the three month period ended March 31, 2011. These Subsidiaries had total assets of $2,364.5 million, or 68.0%, of our total assets as of March 31, 2011. Although the Indenture limits the incurrence of Indebtedness and the issuance of Preferred Stock by certain Subsidiaries of the Company, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “—Certain Covenants—Limitation on Indebtedness.”

Principal, Maturity and Interest

The Issuers will issue the Notes initially with a maximum aggregate principal amount of $300,000,000. The Issuers will issue the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on August 15, 2018. Subject to compliance with the covenant described under “—Certain Covenants—Limitation on Indebtedness,” the Issuers are permitted under the Indenture to issue more Notes from time to time (the “Additional Notes”). The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of notes,” references to the Notes include any Additional Notes actually issued.

Interest on the Notes will accrue at the rate of 10.75% per annum and will be payable semiannually in arrears on February 15 and August 15, commencing on August 15, 2011. The Issuers will make each interest payment to the Holders of record on the immediately preceding February 1 and August 1.

Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement. See “Exchange Offer; Registration Rights.” All references in the Indenture, in any context, to any interest payable on or with respect to the Notes shall be deemed to include additional interest pursuant to the Registration Rights Agreement.

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Optional Redemption

Except as set forth below, the Issuers will not be entitled to redeem the Notes.

On and after August 15, 2014, the Issuers will be entitled at their option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on August 15 of the years set forth below:

Period	Redemption Price
2014		105.375	%
2015		102.688	%
2016 and thereafter		100.000	%

In addition, any time prior to August 15, 2013, the Issuers will be entitled at their option on one or more occasions to redeem the Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 110.75%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds from one or more Equity Offerings; provided, however, that

(1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes and Exchange Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than the Notes held, directly or indirectly, by the Issuers or Affiliates of the Issuers); and

(2) each such redemption occurs within 90 days after the date of the related Equity Offering.

Prior to August 15, 2014, the Issuers will be entitled at their option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

“Applicable Premium” means, with respect to a Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Note on August 15, 2014 (such redemption price being described in the second paragraph in this “—Optional redemption” section exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such Note through August 15, 2014 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after August 15, 2014, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal

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to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to August 15, 2014, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to August 15, 2014.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after consultation with the Company.

“Reference Treasury Dealer” means initially J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., and their successors and assigns; provided, however, if any such Person ceases to be a primary United States government securities dealer, the Company will select another nationally recognized investment banking firm that is a primary United States government securities dealer to replace such Person.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

Selection and Notice of Redemption

If the Issuers are redeeming less than all the Notes at any time, the Trustee will select Notes on a pro rata basis to the extent practicable, by lot or such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, unless another method is required by law or applicable exchange or depositary requirements.

The Issuers will redeem Notes of $2,000 or less in whole and not in part. The Issuers will cause notices of redemption to be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any defect in the notice of redemption, including a failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Issuers will issue an Exchange Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. Notes held in certificated form must be surrendered to the paying agent in order to collect the redemption price. Unless the Issuers default in payment of the redemption price, on and after the redemption date interest ceases to accrue on Notes or portions of them called for redemption.

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Mandatory Redemption; Offers to Purchase; Open-Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under “—Change of Control” and “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.” In addition, the Issuers may at any time and from time to time purchase Notes in the open market or otherwise.

Subsidiary Guarantees

The Notes will be initially guaranteed by each of the Company’s current and future Domestic Subsidiaries that are guarantors under the Credit Agreement. The Subsidiary Guarantors will jointly and severally guarantee, on a senior unsecured basis, all obligations of the Issuers under the Notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to an amount designed to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law; however this limitation may not be effective to avoid such Subsidiary Guarantee from constituting a fraudulent conveyance. If a Subsidiary Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such Indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee could be reduced to zero. See “Risk Factors—Risks Related to this Offering—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.”

Each Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee will be entitled, upon payment in full of all guaranteed obligations under the Indenture, to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

Pursuant to the Indenture, (A) a Subsidiary Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person to the extent described under “—Certain Covenants—Merger and Consolidation” and (B) the Equity Interests of a Subsidiary Guarantor may be sold or otherwise disposed of to another Person to the extent described below under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock;” provided, however, that in the case of the consolidation, merger or transfer of all or substantially all the assets of such Subsidiary Guarantor, if such other Person is not the Company, the Co-Issuer or a Subsidiary Guarantor, such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee must be expressly assumed by such other Person, except that such assumption will not be required in the case of:

(1) the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor (including the sale or disposition of Equity Interests of a Subsidiary Guarantor) following which such Subsidiary Guarantor is no longer a Subsidiary; or

(2) the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor;

in each case other than to the Issuers or an Affiliate of either Issuer and as permitted by the Indenture and if in connection therewith the Issuers provide an Officers’ Certificate to the Trustee to the effect that the Issuers will comply with their obligations under the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition. Upon any sale or disposition described in clause (1) or (2) above, the obligor on the related Subsidiary Guarantee will be released from its obligations thereunder.

The Subsidiary Guarantee of a Subsidiary Guarantor also will be released:

(1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by the Indenture;

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(2) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to the covenant described under “—Certain Covenants—Future Subsidiary Guarantors;” or

(3) if the Issuers exercise their legal defeasance option or their covenant defeasance option as described under “—Defeasance” or if the Issuers’ obligations under the Indenture are discharged in accordance with the terms of the Indenture.

Change of Control

Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Issuers repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date):

(1) the Company becomes aware that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; provided, however, that for purposes of this clause (1) such other Person shall be deemed to have “beneficial ownership” of any Voting Stock of a Person held by any other Person (the “parent entity”), if such other Person is the beneficial owner (as defined above in this clause (1)), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company; or

(3) the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which each transferee becomes an obligor in respect of the Notes and a Subsidiary of the transferor of such assets.

Subject to compliance with the provisions of the succeeding paragraph, within 30 days following any Change of Control, the Issuers will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:

(1) that a Change of Control has occurred and that such Holder has the right to require the Issuers to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

(2) the circumstances and relevant facts regarding such Change of Control;

(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(4) the instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased.

The Issuers will not be required to make a Change of Control Offer following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional redemption,” unless and until there is a default in the payment of the applicable redemption price or (3) in

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connection with or in contemplation of any Change of Control for which a definitive agreement is in place we or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control payment (as described above) and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the terms of the Alternate Offer; provided, however, that the terms of such Alternate Offer shall not require the Holders to irrevocably tender the Notes and such Alternate Offer shall not close until the Change of Control is actually consummated.

The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the covenant described hereunder by virtue of their compliance with such securities laws or regulations.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company. The Change of Control purchase feature is a result of negotiations between the Issuers and the Initial Purchasers. Subject to the limitations discussed below, the Issuers could, in the future, enter into certain transactions, including acquisitions, Refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the Company’s capital structure or credit ratings. Restrictions on the Company’s ability to Incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Indebtedness,” “—Limitation on Liens” and “—Limitation on Sale/Leaseback transactions.” Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

The Credit Agreement will provide that the occurrence of certain change of control events (including a Change of Control as defined under the Indenture for the Notes) with respect to the Company would constitute a default thereunder. In the event that at the time of a Change of Control the terms of any Senior Indebtedness (including the Credit Agreement) restrict or prohibit the purchase of Notes following such Change of Control, and the Issuers do not repay such Senior Indebtedness or obtain the requisite consents under the agreements governing such Indebtedness to permit the repurchase of the Notes, the Issuers will remain prohibited from purchasing Notes. In such case, our failure to comply with the foregoing undertaking, after appropriate notice and lapse of time, would constitute a Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement.

Future Indebtedness that the Issuers may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such Indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Issuers to repurchase their Notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuers. Finally, the ability of the Issuers to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by the Issuers’ then existing financial resources. The Issuers cannot assure you that they will have sufficient funds available when necessary to make any required repurchases.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Issuers to make an offer to repurchase the Notes as described above.

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The provisions under the Indenture relative to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Certain Covenants

The Indenture contains covenants including, among others, the following:

Limitation on Indebtedness

(a)   The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and the Subsidiary Guarantors will be entitled to Incur Indebtedness if the Consolidated Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1.0, as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period (any such Indebtedness Incurred pursuant to this paragraph (a) being herein referred to as “Coverage Indebtedness”).

(b)   Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness (any such Indebtedness Incurred pursuant to this paragraph (b) being herein referred to as “Permitted Indebtedness”):

(1) Indebtedness Incurred pursuant to any Credit Facility, including the Credit Agreement, in an aggregate amount outstanding at any time not to exceed $685.0 million less the sum of all principal payments with respect to such Indebtedness pursuant to paragraph (b)(1) of the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” (any such Indebtedness Incurred pursuant to this clause (1) being herein referred to as “Credit Facility Indebtedness”);

(2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Equity Interests which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Company is the obligor on any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all its obligations with respect to the Notes and (C) if a Subsidiary Guarantor is the obligor on any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee;

(3) Indebtedness represented by the Notes to be issued on the Issue Date and the Subsidiary Guarantees thereof (and any Notes and Guarantees issued in exchange for the Notes and Subsidiary Guarantees pursuant to the Registration Rights Agreement);

(4) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this covenant);

(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company or a Restricted Subsidiary); provided, however, that on the date such Restricted Subsidiary was acquired by the Company or by a Restricted Subsidiary or

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otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Indebtedness, either (x) the Company would have been able to Incur an additional $1.00 of Coverage Indebtedness pursuant to clause (a) of this covenant or (y) the Consolidated Coverage Ratio after giving effect to such acquisition is no less than immediately prior to such acquisition;

(6) Reserved;

(7) Refinancing Indebtedness in respect of Coverage Indebtedness or of Permitted Indebtedness Incurred pursuant to clause (3), (4), (5) or this clause (7);

(8) Hedging Obligations entered into in the normal course of business and so long as such obligations and transactions are not entered for speculative purposes;

(9) obligations in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, insurance premium finance agreements, reclamation, statutory obligations, bankers’ acceptances, performance, bid, surety or similar bonds and letters of credit or completion and performance guarantees or equipment leases or other similar obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(11) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred pursuant to clause (7) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to clause (3) or (4); provided, however, that if the Indebtedness being Guaranteed is subordinated to or pari passu with the Notes, then the Guarantee thereof shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed;

(12) Purchase Money Indebtedness or Capital Lease Obligations Incurred to finance all or any part of the purchase price or cost of design, development, construction, installation or improvement (including at any point subsequent to the purchase) of property (real or personal and including acquisitions of Equity Interests), plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (in each case, whether through the direct purchase of such assets or the Equity Interests of any Person owning such assets), or repairs, additions or improvements to such assets, and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred pursuant to this clause (12) and then outstanding, does not exceed the greater of (x) $40.0 million and (y) 2.0% of Total Assets at the time Incurred;

(13) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs, Guarantees or similar obligations, in each case, Incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than Guarantees of Indebtedness Incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary;

(14) Indebtedness Incurred by Foreign Subsidiaries in an aggregate amount at any time outstanding not to exceed the greater of (x) $22.5 million or (y) 5.0% of the Total Assets of the Foreign Subsidiaries as of the date of such Incurrence;

(15) Indebtedness of any Special Purpose Subsidiary (other than ZionSolutions) not to exceed $10.0 million per such Special Purpose Subsidiary or $50.0 million in the aggregate outstanding at any one time;

(16) unsecured Indebtedness of the Company or the Co-Issuer pursuant to any SPS Project Documentation, including any guarantee bond; provided, however, that the amount of such Obligations shall not exceed $30.0 million per Special Purpose Subsidiary or $90.0 million in the aggregate outstanding at any one time;

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(17) Guarantees in respect of any Indebtedness Incurred pursuant to clause (15) or (16) above;

(18) Indebtedness Incurred by a Foreign Subsidiary for working capital purposes in the United Kingdom in an aggregate amount at any time outstanding not to exceed $30.0 million; and

(19) Indebtedness of the Company or the Subsidiary Guarantors in an aggregate amount which, when taken together with all other Indebtedness of the Company and the Subsidiary Guarantors outstanding on the date of such Incurrence (other than Coverage Indebtedness and Permitted Indebtedness Incurred pursuant to clauses (1) through (18) above) does not exceed $30.0 million.

(c)   Notwithstanding the foregoing, neither the Company, the Co-Issuer nor any Subsidiary Guarantor will Incur any Permitted Indebtedness if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company, the Co-Issuer or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Notes or the applicable Subsidiary Guarantee to at least the same extent as such Subordinated Obligations.

(d)   For purposes of determining compliance with this covenant:

(1) any Indebtedness outstanding under the Credit Agreement on the Issue Date will be treated as Credit Facility Indebtedness Incurred on the Issue Date under clause (1) of paragraph (b) above;

(2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify (and may later reclassify) such item of Indebtedness (or any portion thereof) at the time of Incurrence (and in the case of a reclassification, only to the extent the reclassified item could be Incurred pursuant to the criteria at the time of such reclassification) and will only be required to include the amount and type of such Indebtedness in one of the above clauses; provided, however, that any Credit Facility Indebtedness may not be reclassified;

(3) any Indebtedness classified as Incurred pursuant to clause (12), (16) or (19) of paragraph (b) above will automatically be reclassified as having been Incurred pursuant to paragraph (a) of this covenant at any time that such Indebtedness could be Incurred pursuant to paragraph (a) of this covenant; and

(4) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above.

(e)   For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Restricted Payments

(a)   The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1) a Default shall have occurred and be continuing (or would result therefrom);

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(2) immediately after giving effect to such Restricted Payment on a pro forma basis, the Company would not be entitled to Incur an additional $1.00 of Coverage Indebtedness pursuant to the covenant described under “—Limitation on Indebtedness;” or

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date (excluding Restricted Payments permitted by clauses (b)(1), (2), (4) (6), (8) and (10)) would exceed the sum of (without duplication):

(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter for which internal financial statements are available at the time of such Restricted Payment prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities, assets or other property received by the Company from the issuance or sale of its Qualified Equity Interests subsequent to the Issue Date and 100% of any cash (or the Fair Market Value of any Cash Equivalents) consisting of a capital contribution received by the Company from its stockholders subsequent to the Issue Date; plus

(C) the amount by which Indebtedness of the Company is reduced upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Qualified Equity Interests of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(D) an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (y) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary.

(b)   The preceding provisions will not prohibit:

(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests of the Company or a substantially concurrent cash capital contribution received by the Company from its stockholders; provided, however, that the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuers or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Indebtedness of such Person which is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness”;

(3) the payment of any dividend or redemption of any Capital Stock or Subordinated Indebtedness within 60 days after the date of declaration thereof or call for redemption, if at such date of declaration or call for redemption such payment or redemption was permitted by the provisions of paragraph (a) of this

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covenant (the declaration of such payment will be deemed a Restricted Payment under paragraph (a) of this covenant as of the date of declaration, and the payment itself will be deemed to have been paid on such date of declaration and will not also be deemed a Restricted Payment under paragraph (a) of this covenant) (it being understood that any Restricted Payment made in reliance on this clause (3) shall reduce the amount available for Restricted Payments pursuant to clause (a)(3) above only once);

(4) the declaration and payments of dividends or distributions on Disqualified Stock issued pursuant to the covenant described under “—Limitation on Indebtedness;” provided, however, that, at the time of payment of such dividend or distribution, no Default shall have occurred and be continuing (or result therefrom);

(5) repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represents a portion of the exercise price of such options and repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for taxes payable by such employee upon such grant or award or vesting thereof;

(6) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of the Company);

(7) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuers or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Issuers (or a third party to the extent permitted by the Indenture) have made a Change of Control Offer with respect to the Notes as a result of such Change of Control and have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer;

(8) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (b)(2) of the covenant described under “—Limitation on Indebtedness;” provided, however, that no Default has occurred and is continuing or would otherwise result therefrom;

(9) the payment of any cash dividends on or in respect of Capital Stock of the Company in an aggregate amount not to exceed $10.0 million in any calendar year; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; and

(10) other Restricted Payments not to exceed $25.0 million.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) sell, lease or transfer any of its properties or assets to the Company, except:

(1) with respect to clauses (a), (b) and (c),

(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement in effect on the Issue Date;

(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on

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which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;

(C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C) or contained in any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Refinancing to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially more restrictive taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced;

(D) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(E) provisions in joint venture agreements, asset sale agreements, stock sale agreements, sale/leaseback agreements, limited liability company organizational documents and other similar agreements entered into in the ordinary course of business;

(F) restrictions on cash, cash equivalents, marketable securities, investment grade securities or other deposits or net worth imposed by customers or lessors (including governmental entities) under contracts or leases entered into in the ordinary course of business;

(G) the Indenture, the Notes, any Exchange Notes and the Subsidiary Guarantees;

(H) applicable laws, rules, regulations and orders;

(I) any encumbrance or restriction pursuant to an agreement governing Indebtedness of a Foreign Subsidiary permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” that impose restrictions solely on such Foreign Subsidiary; provided, however, that (1) at the time such encumbrances and restrictions become effective the Company could Incur $1.00 of additional Coverage Indebtedness under paragraph (a) of the covenant described under “—Limitation on Indebtedness” and (2) in the good faith judgment of the Board of Directors of the Company, such encumbrances and restrictions will not materially affect the Company’s or the Co-Issuer’s ability to make required principal or interest payments on the Notes;

(J) any encumbrance or restriction pursuant to an agreement governing Indebtedness of a Special Purpose Subsidiary permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” that impose restrictions solely on such Special Purpose Subsidiary; provided, however, that in the good faith judgment of the Board of Directors of the Company, such encumbrances and restrictions will not materially affect the Company’s or the Co-Issuer’s ability to make required principal or interest payments on the Notes; and

(2) with respect to clause (c),

(A) any encumbrance or restriction consisting of customary nonassignment provisions in leases, licenses and contracts entered into in the ordinary course of business;

(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages;

(C) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased;

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(D) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case entered into in the ordinary course of business; and

(E) any encumbrance or restriction on the Company’s ability, or the ability of any Restricted Subsidiary, to transfer its interest in a joint venture in favor of the other parties to the joint venture.

Limitation on Sales of Assets and Subsidiary Stock

(a)   The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

(1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; and

(2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets.

(b)   Within 365 days after the receipt of Net Available Cash, the Company or such Restricted Subsidiary may, at its option, apply such Net Available Cash:

(1) to repay (w) Credit Facility Indebtedness, (x) any Indebtedness secured by a Lien on the assets sold, (y) any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor but only to the extent the aggregate amount of Net Available Cash so applied is received from Asset Dispositions by such Restricted Subsidiary or (z) any other Senior Indebtedness of the Company or a Subsidiary Guarantor; provided, however, that to the extent the Company or such Restricted Subsidiary repays any such other Senior Indebtedness, the Company shall equally and ratably reduce the principal amount of Notes outstanding, through open-market purchases or through redemption, or shall offer (in accordance with the procedures set forth below in clause (b) of this covenant) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, thereon up to a principal amount which, if the offer were accepted, would result in such reduction;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Related Business; or

(3) to acquire other long-term assets that are used or useful in a Related Business (and current assets incidental thereto) or to make capital expenditures with respect to long-term assets;

provided, however, that in connection with any repayment of Indebtedness pursuant to clause (1) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid.

In the case of clauses (2) and (3) of the immediately preceding paragraph (b), a binding commitment shall be treated as a permitted application of Net Available Cash from the date of such commitment; provided, however, that the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such binding commitment and such Net Available Cash is actually so applied within such 180 day period.

Any Net Available Cash from Asset Dispositions that are not applied or invested as provided in clauses (b)(1) (b)(3) of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will make an offer to Holders (and all holders of other Senior Indebtedness of the Company, the Co-Issuer or of a Subsidiary Guarantor designated by the Company) containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds.

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Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be held in cash, invested in Cash Equivalents or applied to temporarily reduce revolving credit indebtedness.

For the purposes of this covenant, the following are deemed to be cash or Cash Equivalents:

(1) the assumption or discharge of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;

(2) securities, notes, or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the consummation of the Asset Disposition, to the extent of the cash received in such conversion; and

(3) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed an amount equal to $10.0 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(c)   In the event of an Asset Disposition that requires the Company to make an offer to Holders of Notes pursuant to paragraph (b) above, the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Indebtedness of the Company or of a Subsidiary Guarantor permitted to be included in such offer) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be minimum denominations of $2,000 principal amount or any greater integral multiple of $1,000. The Company shall not be required to make such an offer to purchase Notes (and other Senior Indebtedness of the Company or of a Subsidiary Guarantor) pursuant to this covenant if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer.

(d)   The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a)   The Company will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) if such Affiliate Transaction or series of related Affiliate Transactions involves aggregate consideration in excess of $2.5 million, unless:

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(1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a Person who is not an Affiliate;

(2) if such Affiliate Transaction involves an amount in excess of $15.0 million, the Board of Directors of the Company has determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company; and

(3) if such Affiliate Transaction involves an amount in excess of $50.0 million, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a Person who was not an Affiliate.

(b)   The provisions of the preceding paragraph (a) will not prohibit:

(1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments;”

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, severance agreements, indemnification agreements, employee benefit plans, stock options, stock ownership plans or any similar arrangement approved by the Board of Directors of the Company;

(3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices;

(4) the payment of reasonable fees and compensation to, and indemnities provided for the benefit of, former, current or future officers, directors or managers, employees or consultants of the Company or any of its Restricted Subsidiaries;

(5) any transaction with the Company, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(6) the issuance or sale of any Qualified Equity Interests of the Company;

(7) any agreement as in effect on the Issue Date and described in the Offering Memorandum or any amendments, renewals or extensions of any such agreement (so long as such renewals or extensions are not disadvantageous to the Company in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date) and the transactions evidenced thereby; or

(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might be reasonably obtained at such time from an unaffiliated party.

Limitation on Line of Business

The Company will not, and will not permit any Restricted Subsidiary, to engage in any business other than a Related Business.

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (other than Permitted Liens) of any nature whatsoever on any of its property or assets (including Equity Interests of a Restricted Subsidiary), whether now owned or hereafter acquired, securing any

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Indebtedness (the “Initial Lien”) without effectively providing that the Notes, or in the case of an Initial Lien on any property or assets of any Subsidiary Guarantor, the Subsidiary Guarantee of such Subsidiary Guarantor, shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of each Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of the Indenture or (iii) any sale, exchange or transfer to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien.

Limitation on Sale/Leaseback Transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to the covenant described under “—Limitation on Indebtedness” and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes pursuant to the covenant described under “—Limitation on Liens;”

(2) the Net Cash Proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the Fair Market Value of such property; and

(3) the Company applies the proceeds of such transaction in compliance with the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock.”

Merger and Consolidation

(a)   The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) (x) the Company shall be the surviving corporation or (y) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture;

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3) immediately after giving pro forma effect to such transaction, either (a) the Successor Company would have been able to Incur an additional $1.00 of Coverage Indebtedness pursuant to the covenant described under “—Limitation on Indebtedness” or (b) the Consolidated Coverage Ratio after giving effect to such transaction is no less than immediately prior to such transaction; and

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Equity Interests of the Company are distributed to any Person) or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.

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For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Successor Company (if not the Company) will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(b)   The Co-Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) (x) the Co-Issuer shall be the surviving limited liability company, (y) the resulting, surviving or transferee Person (the “Successor Co-Issuer”) is the Company or a Subsidiary Guarantor or (z) the Successor Co-Issuer shall be a limited liability company or corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Co-Issuer (if not the Co-Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Co-Issuer under the Notes and the Indenture;

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Co-Issuer as a result of such transaction as having been Incurred by such Successor Co-Issuer at the time of such transaction), no Default shall have occurred and be continuing with respect to the Co-Issuer; and

(3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

The Successor Co-Issuer (if not the Co-Issuer) will be the successor to the Co-Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Co-Issuer under the Indenture, and the Co-Issuer, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(c)   The Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1) (x) the Subsidiary Guarantor shall be the surviving corporation or limited liability company, (y) another Subsidiary Guarantor or the Company is the resulting, surviving or transferee Person or (z) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guarantee Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; provided, however, that the foregoing shall not apply in the case of a Subsidiary Guarantor (i) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Equity Interests or assets or (ii) that, as a result of the disposition of all or a portion of its Equity Interests, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee substantially to the effect that the Company will comply with its obligations under the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition;

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(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

(3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, complies with the Indenture.

Future Subsidiary Guarantors

The Company will not cause or permit (a) any of its Restricted Subsidiaries (other than a Foreign Subsidiary), directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary, (b) any Foreign Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary) to Incur any Coverage Indebtedness or Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or contemporaneously executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture and applicable to the other Subsidiary Guarantors and delivers to the Trustee an opinion of counsel (which may contain customary exceptions) that such Guarantee Agreement has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary.

Reports

Whether or not the Company continues to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will provide or cause to be provided to the Trustee and Holders (and file with the SEC for public availability) such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be provided at the times specified for the filings of such reports under such Sections.

The availability of the foregoing reports on the SEC’s EDGAR service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and the Holders. At any time during which the SEC will not accept filing of reports for inclusion in the EDGAR system, the posting of the reports referred to above on the Company’s primary web site shall be deemed to satisfy the Company’s delivery obligation; provided, however, that the Company shall use reasonable efforts to inform Holders of the availability of such reports, which may be satisfied by, among other things, a press release on any national business press release wire service. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings.

At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Defaults

Each of the following is an Event of Default:

(1) a default in the payment of interest on the Notes when due, continued for 30 days;

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(2) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3) the failure by the Company or the Co-Issuer to comply with their obligations under “—Certain Covenants—Merger and Consolidation” above;

(4) the failure by the Company, the Co-Issuer or any Subsidiary Guarantor to comply with any of the other agreements in the Indenture;

(5) Indebtedness of the Company or any Restricted Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $25.0 million (the “cross acceleration provision”);

(6) certain events of bankruptcy, insolvency or reorganization of any Issuer or any Significant Subsidiary (the “bankruptcy provisions”);

(7) failure by the Company or any of the Restricted Subsidiaries to pay any final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days (the “judgment default provision”); or

(8) any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Indenture) or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee.

However, a default under clauses (4) and (5) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within 60 days after receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered and, if requested, have provided the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

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(5) Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each Holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the Holders. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a statement regarding compliance with the Indenture. Within 30 days of becoming aware of any Default, we are required to deliver to the Trustee a written statement specifying such Default.

Amendments and Waivers

Subject to certain exceptions, the Indenture may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

(1) reduce the amount of Notes whose Holders must consent to an amendment;

(2) reduce the rate of or extend the time for payment of interest on any Note;

(3) reduce the principal of or change the Stated Maturity of any Note;

(4) change the provisions applicable to the redemption of any Note as described under “—Optional Redemption”;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(7) make any change in the amendment provisions that require each Holder’s consent or in the waiver provision;

(8) make any change in the ranking or priority of any Note that would adversely affect the Holders; or

(9) make any change in any Subsidiary Guarantee that would adversely affect the Holders or release any Subsidiary Guarantee (other than in accordance with the terms of the Indenture).

Notwithstanding the preceding, without the consent of any Holder, the Issuers, the Subsidiary Guarantors and Trustee may amend the Indenture:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to provide for the assumption by a successor corporation of the obligations of the Issuers or any Subsidiary Guarantor under the Notes, the Indenture or a Subsidiary Guarantee, as applicable;

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(3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4) to add Guarantees with respect to the Notes, including any Subsidiary Guarantees, or to secure the Notes;

(5) to add to the covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Subsidiary Guarantor;

(6) to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect the rights under the Indenture of any Holder of the Notes;

(7) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(8) to conform the text of the Indenture, the Notes and the Subsidiary Guarantees to any provision of this “Description of notes” to the extent that such provision in this “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes and the Subsidiary Guarantees;

(9) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(10) to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the Indenture; or

(11) to comply with the rules of any applicable securities depository.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Issuers nor any Affiliate of the Issuers may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Transfer

The Notes will be issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

When (1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or (2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year and the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in

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amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not previously delivered to the Trustee for cancellation (including principal of, premium and interest, if any, on, the Notes to the date of maturity or redemption), then the Indenture shall, subject to certain exceptions, cease to be of further effect.

Defeasance

At any time, the Issuers may terminate all of the Issuers’ and each Subsidiary Guarantor’s obligations under the Notes, the Subsidiary Guarantees and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

In addition, at any time the Issuers may terminate their obligations under “—Change of Control” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and Subsidiary Guarantors and the judgment default provision described under “—Defaults” above and the limitation contained in clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above (“covenant defeasance”).

The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5) or (6) (with respect only to Significant Subsidiaries), (7) or (8) under “—Defaults” above or because of the failure of the Issuers to comply with clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above. If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee.

In order to exercise either of the Issuers’ defeasance options, the Issuers must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law).

Concerning the Trustee

Wells Fargo Bank, National Association, is the Trustee under the Indenture and has been appointed as Registrar and Paying Agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such

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provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Managers, Employees, Incorporators and Stockholders

No director, officer, manager, employee, incorporator, consultant or stockholder of the Issuers or any Subsidiary Guarantor will have any liability for any obligations of the Issuers or any Subsidiary Guarantor under the Notes, any Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. Federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture is, and the Notes will be, governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Additional Assets” means:

(1) any property, plant or equipment used in a Related Business;

(2) the Equity Interests of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Equity Interests by the Company or another Restricted Subsidiary; or

(3) Equity Interests constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any Equity Interests of a Restricted Subsidiary (other than directors’ (or similar persons) qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); or

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary;

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other than, in the case of clauses (1), (2) and (3) above,

(A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary (other than to a Special Purpose Subsidiary);

(B) for purposes of the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, (x) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by the covenant described under “—Certain Covenants—Limitation on Restricted Payments,” and (y) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under “—Certain Covenants—Merger and Consolidation;”

(C) a disposition of assets with a Fair Market Value of less than $5.0 million;

(D) a disposition of cash or Cash Equivalents;

(E) the disposition of equipment, inventory (including raw materials, work-in-progress and finished goods), accounts receivable or other assets or rights in the ordinary course of business, including any excess, obsolete, damaged, worn-out or surplus assets no longer used or useful in the conduct of business as then being conducted;

(F) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

(G) the unwinding of any Hedging Obligations;

(H) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Related Business;

(I) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; and

(J) dispositions of assets of a Special Purpose Subsidiary pursuant to the Zion Agreements or other SPS Project Documentation with a Fair Market Value not exceeding the Fair Market Value of any assets required to be disposed of or transferred pursuant to the Zion Agreements or other SPS Project Documentation, as applicable.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP (or, in the absence thereof, the original yield to maturity of the Notes issued on the Issue Date).

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

(2) the sum of all such payments.

“Board of Directors” means, as to any Person, the board of directors, board of managers or other similar body or Person performing a similar function or any duly authorized committee thereof.

“Business Day” means each day which is not a Legal Holiday.

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“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under “—Certain Covenants—Limitation on Liens,” a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuer thereof.

“Cash Equivalent” means any of the following:

(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

(2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within six months of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $500 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money market fund sponsored by a registered broker dealer or mutual fund distributor;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4) investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard & Poor’s Ratings Group;

(5) investments in securities with maturity of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s Ratings Group or “A” by Moody’s Investors Service, Inc.;

(6) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (5) above; and

(7) to the extent held by a Foreign Subsidiary, other short-term Investments utilized by such Foreign Subsidiary in accordance with normal investment practices for cash management in Investments of a type analogous to those described in clauses (1) through (6) above.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Consolidated Coverage Ratio” as of any date of determination for any period means the ratio of (x) the aggregate amount of EBITDA for such period to (y) Consolidated Interest Expense for such period; provided, however, that:

(1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness (other than ordinary working capital borrowings) subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated and on or prior to the date as of which the Consolidated Coverage Ratio is being determined (the “Calculation Date”) that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Equity Interests of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and

(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with

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any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness) provided such Indebtedness was not Incurred to make an Investment.

“Consolidated Interest Expense” means, for any period, the consolidated interest expense of the Company and its consolidated Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP, plus, to the extent not included in consolidated interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

(1) interest expense attributable to Capital Lease Obligations, the interest portion of rent expense associated with Attributable Debt in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP, and the interest component of any deferred payment obligations;

(2) amortization of debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) and debt issuance cost; provided, however, that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense;

(3) capitalized interest;

(4) non-cash interest expense; provided, however, that any non-cash interest expense or income attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Expense;

(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(6) net payments pursuant to Hedging Obligations;

(7) dividends accrued in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary, in each case, held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Equity Interests (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction of the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in good faith);

(8) interest incurred in connection with Investments in discontinued operations;

(9) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

For purposes of this definition, interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by such Person to be the interest implicit in such Capital Lease Obligations in accordance with GAAP.

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“Consolidated Net Income” means, with respect to the Company and its Subsidiaries, the aggregate of the Net Income of the Company and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income:

(1) any Net Income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that subject to the exclusion contained in clause (4) below, the Company’s equity in the Net Income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend, distribution, other payment or return on Investment (subject, in the case of any amount paid to a Restricted Subsidiary, to the limitations contained in clause (3) below);

(2) any Net Income of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition;

(3) any Net Income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company (but in the case of any Foreign Subsidiary, only to the extent cash equal to such Net Income is not readily procurable to the Company by such Foreign Subsidiary pursuant to intercompany loans, repurchases of Capital Stock or otherwise), except that:

(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the Net Income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and

(B) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(5) extraordinary gains, losses or charges;

(6) the cumulative effect of any change in accounting principles during such period;

(7) any net after-tax gain (or loss) attributable to the early retirement or conversion of Indebtedness or Hedging Obligations;

(8) the write-off of any debt issuance costs;

(9) any non-cash impairment charges or write-off or write-down relating to goodwill or intangible assets;

(10) any non-cash SFAS 133 income (or loss) relating to hedging activities; and

(11) any non-cash expense or gain related to recording of the fair market value of Hedging Obligations;

in each case, for such period. Notwithstanding the foregoing, for the purposes of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.

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“Credit Agreement” means the Credit Agreement dated as of the Issue Date among the Company, the Co Issuer, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, Credit Suisse AG and Citigroup Global Markets Inc., as syndication agents, and the lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended from time to time.

“Credit Facilities” means one or more debt facilities or agreements (including the Credit Agreement), commercial paper facilities, securities purchase agreements, indentures or similar agreements, in each case, with banks or other institutional lenders or investors providing for, or acting as initial purchasers of, revolving loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or the issuance and sale of securities including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon or after termination or otherwise), Refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other agreements or arrangements with respect to currency values or currency exchange rates.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disqualified Stock” means, with respect to any Person, any Equity Interests which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1) matures or is mandatorily redeemable (other than redeemable only for Equity Interests of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to a date that is 91 days after the Stated Maturity of the Notes. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuers to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Disposition will not constitute Disqualified Stock if the terms of such Capital Stock provide that we may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with “—Certain covenants—Restricted payments.”

“Domestic Subsidiary” means any Subsidiary of the Company that is organized under the laws of the United States of America, any state thereof or the District of Columbia.

“EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income (without duplication):

(1) all income tax expense of the Company and its consolidated Restricted Subsidiaries; plus

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(2) Consolidated Interest Expense; plus

(3) depreciation, amortization (including amortization of goodwill, financing costs and other intangibles but excluding amortization of prepaid expenses that were paid in cash in a prior period) of the Company and its Restricted Subsidiaries; plus

(4) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (including accretion charges and compensation expenses for equity grants issued), but excluding, in each case, any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period; plus

(5) any net loss from disposed or discontinued operations;

less (without duplication):

(1) all non-cash items increasing Consolidated Net Income other than accruals of revenue by the Company and its consolidated Restricted Subsidiaries in the ordinary course of business; plus

(2) any net income from disposed or discontinued operations;

in each case determined on a consolidated basis in accordance with GAAP for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the Net Income of such Restricted Subsidiary was included in calculating Consolidated Net Income.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means a public or private sale of Capital Stock (other than Disqualified Stock and any other Preferred Stock) of the Company.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the debt securities of the Issuers issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Notes, in compliance with the terms of the Registration Rights Agreement.

“Exelon” means Exelon Generation Company, LLC, a Pennsylvania limited liability company.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined (x) for amounts exceeding $15.0 million in good faith by the Board of Directors of the Company and (y) for amounts less than $15.0 million in good faith by the Company; provided, however, that for purposes of clause (a)(3)(B) under “—Certain Covenants—Limitation on Restricted Payments”, if the Fair Market Value of the property or assets in question is so determined to be in excess of $15.0 million and is received from an Affiliate of the Company, such determination must be confirmed by an Independent Qualified Party. For purposes of determining the Fair Market Value of Capital Stock, the value of the Capital Stock of a Person shall be based upon such Person’s property and assets, exclusive of goodwill or any similar intangible asset.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

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“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Guarantee Agreement” means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Issuers’ obligations with respect to the Notes on the terms provided for in the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “—Certain covenants—Limitation on indebtedness”:

(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

(2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Equity Interests in the form of additional Equity Interests of the same class and with the same terms; and

(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness

will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

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(2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);

(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (but excluding obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);

(6) all Guarantees of such Person of obligations of the type referred to in clauses (1) through (5) above or dividends of other Persons;

(7) all obligations of the type referred to in clauses (1) through (6) above of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or assets and the amount of the obligation so secured; and

(8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

The amount of any Disqualified Stock or Preferred Stock that has a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock or Preferred Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock or Preferred Stock as reflected in the most recent financial statements of such Person.

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

“Interest Rate Agreement” means (1) any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement and interest rate collar agreements; and (2) other agreements meant to manage interest rate risk.

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“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by such Person. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

(1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that, upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Issue Date” means the date on which the Notes are originally issued.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided, however, that in no event shall an operating lease be deemed to constitute a lien.

“Net Available Cash” from an Asset Disposition means cash payments and the Fair Market Value of any Cash Equivalents received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities (other than Cash Equivalents) received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

(1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness (other than Credit Facility Indebtedness) which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

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(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries or joint ventures as a result of such Asset Disposition;

(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition, including pension and other post-retirement liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction;

(5) investment banking, consultant, legal and accounting fees and commissions;

(6) any relocation, restructuring or severance expenses incurred in connection with (before or after) such Asset Disposition and identified by the Company in advance of such Asset Disposition; and

(7) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that, upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary.

“Net Cash Proceeds,” with respect to any issuance or sale of Equity Interests or Indebtedness, means the aggregate cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offering Memorandum” means the Final Offering Memorandum dated August 5, 2010, pursuant to which the old Notes issued on the Issue Date were offered to investors.

“Officer” means the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the General Counsel or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed by two Officers of the Company.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (other than a Special Purpose Subsidiary); provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2) another Person if, as a result of such Investment, such other Person, in one transaction or a series of transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

(3) cash and Cash Equivalents;

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(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices;

(7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

(8) any Person to the extent such Investment represents the non-cash portion of the consideration received for (i) an Asset Disposition as permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” or (ii) a disposition of assets not constituting an Asset Disposition;

(9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (i) in compromise of obligations of trade creditors or customers that were Incurred in the ordinary course of business, the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency or other reorganization of any trade creditor or customer, (ii) in resolution of litigation, arbitration or other disputes or (iii) as a result of foreclosure, perfection or enforcement of any Lien;

(10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;

(11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under the covenant described under “—Certain Covenants—Limitation on Indebtedness;”

(12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(13) repurchases of Notes;

(14) guarantees of Indebtedness of the Company or any Restricted Subsidiary permitted under the covenant described under “—Certain Covenants—Limitations on Indebtedness”;

(15) Investments in Unrestricted Subsidiaries not to exceed $5.0 million in the aggregate outstanding at any time (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes in value or the sale, divestiture or other disposition of any such Unrestricted Subsidiary);

(16) Investments in joint ventures formed solely for the purpose of bidding on U.S. government contracts not to exceed $10.0 million in the aggregate outstanding at any time (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes in value or the sale, divestiture or other disposition of any such joint venture);

(17) Investments in ZionSolutions in an aggregate amount not greater than the aggregate amount of Investments required to be made pursuant to the Zion Agreements;

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(18) Investments in Special Purpose Subsidiaries (other than ZionSolutions) not to exceed $10.0 million per Special Purpose Subsidiary or $50.0 million in the aggregate outstanding at any time (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes in value or the sale, divestiture or other disposition of any such Special Purpose Subsidiary); and

(19) additional Investments, when taken together with all other Investments made pursuant to this clause (19) and outstanding on the date such Investment is made, do not exceed the greater of (i) $50.0 million and (ii) 3.0% of Total Assets.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workers’ compensation laws, social security laws, unemployment insurance laws or similar legislation or regulations, or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure bid, surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;

(3) Liens for taxes, assessments, or other governmental charges or claims, in each case not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(4) Liens or deposits to secure the performance of statutory or regulatory obligations or in favor of issuers of surety, appeal, indemnity or performance bonds, warranty and contractual requirements, other obligations of a like nature or letters of credit issued pursuant to the request of and for the account of such Persons in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property 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 and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(7) Liens to secure Permitted Indebtedness Incurred under clauses (b)(1) and (b)(10) of the covenant described under “—Certain Covenants—Limitation on Indebtedness;”

(8) Liens existing on the Issue Date;

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(9) Liens on assets, property or Equity Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(10) Liens on property or assets at the time such Person or any of its Subsidiaries acquires the property or assets, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property or assets owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person;

(12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under the Indenture;

(13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (8), (9) or (10); provided, however, that:

(A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such Refinancing, refunding, extension, renewal or replacement;

(14) Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to clients on or about the premises of which such equipment is located;

(15) Liens in favor of the Company, the Co-Issuer or the Subsidiary Guarantors;

(16) Liens to secure Indebtedness of Foreign Subsidiaries on assets of such Foreign Subsidiaries;

(17) other Liens securing Indebtedness which does not exceed $75.0 million at any one time outstanding;

(18) Liens (i) of a collection bank arising under Section 4-208 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;

(19) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignment of goods entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(20) 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 Parent or its Subsidiaries;

(21) Liens on the assets or properties of, or on any general or limited partnership interest, limited liability, membership interest in, or ownership of any shares of capital stock, or other securities of, ZionSolutions to secure obligations of the Company or the Co-Issuer to Exelon and its permitted assigns in connection with the Zion Agreements;

(22) Liens on the assets or properties of, or on any general or limited partnership interest, limited liability, membership interest in, or ownership of any shares of capital stock, or other securities of, any Special

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Purpose Subsidiary (other than ZionSolutions) incurred (i) as a result of the formation or acquisition of such Special Purpose Subsidiary pursuant to the SPS Project Documentation and (ii) in an aggregate amount not to exceed $10.0 million per Special Purpose Subsidiary and $50.0 million in the aggregate;

(23) (i) easements granted pursuant to the Zion Agreements and (ii) easements granted solely for the purpose of securing the availability of capacity at the Company’s Class A low level radioactive disposal site in Clive, Utah for the disposal of Class A low level radioactive waste in connection with contracts entered into by Special Purpose Subsidiaries to decommission non-operating nuclear power generation facilities or to secure performance thereof; provided, however, that the aggregate area of any easement granted pursuant to this clause (23) shall not exceed 10% of the availability at such Clive, Utah disposal site for the disposal of Class A low level radioactive waste as of the Issue Date; and

(24) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods in the ordinary course of business.

Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6), (9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.” For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Equity Interests of any Person, means Equity Interests of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class of such Person.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Purchase Money Indebtedness” means Indebtedness (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed and (2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements, in the ordinary course of business; provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets.

“Qualified Equity Interests” of a Person means Capital Stock of such Person other than Disqualified Capital Stock; provided, however, that such Capital Stock shall not be deemed Qualified Equity Interests to the extent sold to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refers to Qualified Equity Interests of the Company.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease, discharge or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

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“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Issuers or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(4) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes or a Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Subsidiary Guarantee, as the case may be, on terms at least as favorable to Holders of the Notes as those contained in the documentation governing the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Registration Rights Agreement” means the registration rights agreement dated the Issue Date, among the Issuers, the Subsidiary Guarantors and the Initial Purchasers.

“Related Business” means any business in which the Company or any of its Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business.

“Replacement Assets” means any properties or assets used or useful in a Related Business.

“Restricted Payment” with respect to any Person means;

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Equity Interests (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Equity Interests (other than (A) dividends or distributions payable solely in its Equity Interests (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Company held by any Person (other than by a Restricted Subsidiary) or of any Equity Interests of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Equity Interests (other than into Equity Interests of the Company that is not Disqualified Stock);

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

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(4) the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means any transaction or series of related transactions pursuant to which the Company or any Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereinafter acquired and (b) thereafter, leases such property.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Indebtedness” means with respect to any Person:

(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(1) any obligation of such Person to the Company or any Subsidiary of the Company;

(2) any liability for Federal, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);

(4) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person (other than Indebtedness that is subordinate with respect to payment of proceeds of secured assets);

(5) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture;

(6) any Indebtedness, which, when Incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Person;

(7) any Indebtedness of or amounts owed by such Person for compensation to employees or for services rendered to another Person; and

(8) Indebtedness of such Person to a Subsidiary or any other Affiliate or any of such Affiliate’s Subsidiaries.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC and, for purposes of an Event of Default, any group of Restricted Subsidiaries that combined would be such a Significant Subsidiary.

“Special Purpose Subsidiary” shall mean (i) ZionSolutions and (ii) no more than five other Subsidiaries, each of which Subsidiary referred to in this clause (ii) shall (x) other than with respect to directors’ qualifying shares or de minimis non-economic interests held by the transferor of the assets to such Subsidiary pursuant to the applicable SPS Project Documentation (as defined below), be a Person whose Equity Interests are wholly owned by the Company, the Co-Issuer or a Subsidiary Guarantor, (y) have been designated by the Company to the Trustee as a Special Purpose Subsidiary and (z) have been formed for the purpose of entering into one or more contracts (such

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contracts and all related documentation referred to in this clause (ii), the “SPS Project Documentation”) to decommission nuclear or other types of power facilities whereby any such Subsidiary purchases and/or leases all or part of the assets of such facilities in part to succeed to licenses or permits granted in respect of such facilities by the U.S. Nuclear Regulatory Commission or any other federal or state governmental entity.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement, executed by such Person (or a trustee acting on such Person’s behalf) to whom such Indebtedness is owed to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1) such Person;

(2) such Person and one or more Subsidiaries of such Person; or

(3) one or more Subsidiaries of such Person.

“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Notes pursuant to the Indenture, including any Guarantee Agreement.

“Subsidiary Guarantor” means each Subsidiary of the Company that executes the Indenture as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Notes pursuant to the terms of the Indenture.

“Total Assets” means, as of any date of determination, the total assets reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter of the Company for which an internal balance sheet is available, on a consolidated basis determined in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including any property or assets being acquired in connection therewith); provided, however, that “Total Assets” of Foreign Subsidiaries means, as of any date of determination, the total combined assets of all of the Foreign Subsidiaries as of the end of the most recently ended fiscal quarter of the Company for which an internal balance sheet is available, on a combined basis without duplication and determined in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including any property or assets being acquired in connection therewith).

“Trustee” means Wells Fargo Bank, National Association until a successor replaces it and, thereafter, means the successor.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect on the Issue Date.

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

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(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “—Certain Covenants—Limitation on Restricted Payments.”

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Coverage Indebtedness under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness” and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

Except as described under “—Certain Covenants—Limitation on Indebtedness,” whenever it is necessary to determine whether the Company has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Equity Interests of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Equity Interests of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned Subsidiaries.

“Zion Acquisition” means the purchase by the Company or its Affiliates from Exelon of certain assets relating to the Zion Energy Center, Units 1 and 2, located in Zion, Illinois and to consummate the related transactions, as described in the Zion Agreements.

“Zion Agreements” means, collectively, the following documents: (a) the ZionSolutions Limited Liability Company Agreement entered into by members of ZionSolutions, (b) the Asset Sale Agreement (and the amendment thereto dated as of August 17, 2009), (c) an Assignment and Assumption Agreement to be entered into by and between Exelon and ZionSolutions, (d) a Bill of Sale to be entered into by and between Exelon and ZionSolutions, (e) a Lease Agreement to be entered into by and between Exelon and ZionSolutions, (f) a Put Option Agreement to be entered into by and between Exelon and ZionSolutions, (g) a Pledge Agreement made by the Co-Issuer in favor of Exelon, (h) the Guaranty made as of December 11, 2007 by the Company in favor of

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Exelon, (i) an Irrevocable Easement for Disposal Capacity to be made by the Co-Issuer to a certain trustee named thereto, (j) a Disposal Services Agreement to be entered into by and between the Co-Issuer and a certain trustee named thereto, (k) a Leased Personnel Agreement to be entered into by Exelon and ZionSolutions, (l) the Performance Guaranty made as of December 11, 2007 by the Co-Issuer in favor of Exelon, (m) a Trust Agreement by and among the Co-Issuer, a trustee named thereto and other parties party thereto in connection with a backup non-qualified decommissioning, (n) a Credit Support Agreement among Exelon, the Company and the Co-Issuer and (o) all amendments or modifications to any of the agreements listed in the foregoing clauses (a) through (n). All capitalized terms in this paragraph not otherwise defined herein shall have the meanings ascribed to such terms in that certain Asset Sale Agreement, dated December 11, 2007, by and among Exelon, ZionSolutions, the Company and the Co-Issuer.

“ZionSolutions” means ZionSolutions, LLC, a Delaware limited liability company, organized for the purpose of consummating the Zion Acquisition and whose Equity Interests shall be (other than with respect to directors’ qualifying shares or de minimis non-economic interests held by Exelon or its Affiliates) wholly owned by the Company, the Co-Issuer or a Subsidiary Guarantor.

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CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered old notes for registered exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes issued pursuant to the exchange offer. It is not a complete analysis of all the potential tax considerations relating to the notes. This summary is based on the Code, existing and proposed Treasury Regulations thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this prospectus and all subject to change or differing interpretations, possibly with retroactive effect.

This summary is limited to beneficial owners of old notes that purchased the original notes at their “issue price” (the first price at which a substantial amount of the original notes were sold to persons other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and have held the old notes, and will hold the exchange notes, as “capital assets” within the meaning of section 1221 of Code. This summary does not address the tax considerations arising under other federal tax laws (such as estate and gift tax laws) or the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address all tax considerations that may be applicable to holders’ particular circumstances or to holders that may be subject to special tax rules under the U.S. federal income tax laws, such as, for example:

• holders subject to the alternative minimum tax;

• banks, insurance companies, or other financial institutions;

• tax-exempt organizations;

• brokers and dealers in securities or currencies;

• persons who have ceased to be citizens or residents of the United States;

• traders in securities that elect to use a mark-to-market method of tax accounting for their securities holdings;

• U.S. holders (as defined below) whose “functional currency” is not the U.S. dollar or who hold notes through a foreign entity or foreign account;

• persons that will hold the notes as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;

• persons deemed to sell the notes under the constructive sale provisions of the Code; or

• partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or investors in such entities.

This summary of certain U.S. federal income tax considerations is for general information only and is not tax advice. This summary is not binding on the Internal Revenue Service, which we refer to as the IRS. We have not sought, and will not seek, any ruling from the IRS with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court. You are urged to consult your own tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax considerations arising under other U.S. federal tax laws, the laws of any state, local or foreign taxing jurisdiction or any applicable income tax treaty.

Exchange of Old Notes for Exchange Notes

The exchange of an old note for an exchange note pursuant to the exchange offer (described under “The Exchange Offer”) will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, a holder will not recognize any gain or loss upon the receipt of an exchange note pursuant to the exchange offer. The holding period for such an exchange note will include the holding period for the old note exchanged pursuant to the exchange offer, and the initial tax basis in such an exchange note will be the same as the adjusted

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tax basis in the old note as of the time of the exchange. The U.S. federal income tax consequences of holding and disposing of an exchange note received pursuant to the exchange offer generally will be the same as the U.S. federal income tax consequences of holding and disposing of an old note.

The following summary assumes that the exchange of the old notes for the exchange notes pursuant to the exchange offer will not be treated as a taxable exchange and that the old notes and the exchange notes will be treated as the same security for U.S. federal income tax purposes.

Certain Additional Payments

It is possible that the IRS could assert that the additional interest which we would have been obligated to pay if the exchange offer registration statement were not filed or declared effective within the applicable time periods was a contingent payment for purposes of the original issue discount, or OID, rules. It is also possible that the IRS could assert that the payment by us of 101% of the face amount of any note purchased by us at the holder’s election after a change of control, as described above under the heading “Description of Notes—Change of Control,” is a contingent payment for purposes of the OID rules. If any such payment is treated as a contingent payment, the notes may be treated as contingent payment debt instruments, in which case the timing and amount of income inclusions and the character of income recognized may be different from the consequences described herein. The Treasury regulations regarding debt instruments that provide for one or more contingent payments state that, for purposes of determining whether a debt instrument is a contingent payment debt instrument, remote or incidental contingencies are ignored. We believe that the possibility of our making any of the above payments was and is remote and, accordingly, we will not treat the notes as contingent payment debt instruments. Our treatment will be binding on all holders, except a holder that discloses its differing treatment in a statement attached to its timely filed U.S. federal income tax return for the taxable year during which the note was acquired. However, our treatment is not binding on the IRS. If the IRS were to challenge our treatment, a holder might be required to accrue income on the notes in excess of stated interest and to treat as ordinary income, rather than capital gain, any gain recognized on the disposition of the notes before the resolution of the contingencies. In any event, if we actually make any such payment, the timing, amount and character of a holder’s income, gain or loss with respect to the notes may be affected. The remainder of this discussion assumes that the notes will not be contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application to the exchange notes of the rules regarding contingent payment debt instruments and the consequences thereof.

Tax Considerations for U.S. Holders

This subsection describes the U.S. federal income tax considerations for a U.S. holder. For purposes of this summary, “U.S. holder” means a beneficial owner of the notes that is, for U.S. federal income tax purposes:

• an individual that is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust, if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust (or certain other trusts that have elected to continue to be treated as U.S. trusts).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of a partner in the partnership will generally depend upon the partner’s status and the activities of the partnership. If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes (or if you are a partner in such a partnership), you are urged to consult your own tax advisors about the U.S. federal income tax considerations relating to acquiring, owning and disposing of the notes.

If you are not a U.S. holder, this subsection does not apply to you and you should refer to “—Tax Considerations for Non-U.S. Holders” below.

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Payments of Stated Interest

You will generally be required to include stated interest in income as ordinary income at the time the interest is received or accrued, according to your method of tax accounting.

Sale, Exchange or Other Taxable Disposition of the Notes

You will generally recognize capital gain or loss upon the sale, exchange, redemption, repurchase or other taxable disposition of the notes equal to the difference between (1) the amount of cash proceeds and the fair market value of any property received (other than amounts representing accrued but unpaid interest, which, if not previously taxed, will be taxable as such) and (2) your adjusted tax basis in the note. Your adjusted tax basis in a note will, in general, be your cost for the note.

The capital gain or loss recognized on the disposition of an exchange note generally will be long-term capital gain or loss if, at the time of such disposition, your holding period for the exchange note is more than one year. Long-term capital gains of individuals and other non-corporate taxpayers are generally eligible for preferential rates of taxation. The deductibility of capital losses is subject to certain limitations.

Medicare Tax

For taxable years beginning after December 31, 2012, recently enacted legislation will generally impose a 3.8% Medicare tax on the net investment income of certain individuals with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint filers) and on the undistributed net investment income of certain estates and trusts. For these purposes, “net investment income” will generally include interest paid with respect to an exchange note and net gain from the sale, exchange, redemption, repurchase or other taxable disposition of an exchange note, unless such interest or net gain is derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the Medicare tax to your income and gains in respect of the exchange notes.

Tax Considerations for Non-U.S. Holders

This subsection describes the U.S. federal income tax considerations for a non-U.S. holder. For purposes of this summary, a “non-U.S. holder” is a beneficial owner of notes that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for United States federal income tax purposes, is a holder of a note, the U.S. federal income tax treatment of a partner in such a partnership will generally depend on the status of the partner and the activities of the partnership. Partners in such a partnership are urged to consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them of acquiring, holding or disposing of the notes.

If you are not a non-U.S. holder, this subsection does not apply to you and you should refer to “—Tax Considerations for U.S. Holders” above.

Payments of Interest

Subject to the discussion of backup withholding below, you will generally not be subject to U.S. federal income tax or the 30% U.S. federal withholding tax on interest paid on the notes so long as that interest is not effectively connected with your conduct of a trade or business within the United States (or, if an income tax treaty applies, is not attributable to a permanent establishment maintained by you in the United States), provided that:

• you do not (directly or indirectly, actually or constructively) own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;

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• you are not a controlled foreign corporation that is related to us through stock ownership;

• you are not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code; and

• you provide the applicable withholding agent with, among other things, your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN (or successor form)).

If you cannot satisfy the requirements described above, payments of interest will be subject to the 30% U.S. federal withholding tax, unless you provide the applicable withholding agent with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest is not subject to U.S. federal withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

Sale, Exchange or Other Taxable Disposition of the Notes

Subject to the discussion of backup withholding below, you will generally not be subject to U.S. federal income or withholding tax on any gain recognized on the sale, exchange, redemption, repurchase or other taxable disposition of a note, unless:

• that gain is effectively connected with the conduct by you of a trade or business within the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by you in the United States); or

• if you are an individual non-U.S. holder, you are present in the United States for at least 183 days in the taxable year of such sale, exchange, redemption, repurchase or disposition and certain other conditions are met.

If you are described in the second bullet point above, you will generally be subject to U.S. federal income tax at a rate of 30% on the amount by which your capital gains allocable to U.S. sources, including gain from such sale, exchange, redemption, repurchase or disposition, exceed capital losses allocable to U.S. sources, except as otherwise required by an applicable income tax treaty.

To the extent that the amount realized on any sale, exchange, redemption, repurchase or other taxable disposition of notes is attributable to accrued but unpaid interest on the note, this amount generally will be treated in the same manner as payments of interest as described under the heading “—Payments of Interest” above.

Interest or Gain Effectively Connected with a U.S. Trade or Business

If you are engaged in a trade or business in the United States and interest on a note or gain recognized from the sale, exchange, redemption, repurchase or other taxable disposition of a note is effectively connected with the conduct of that trade or business (and, if an income tax treaty applies, is attributable to a permanent establishment maintained by you in the United States), you will generally be subject to U.S. federal income tax (but not the 30% U.S. federal withholding tax if you provide an IRS Form W-8ECI with respect to interest as described above) on that interest or gain on a net income basis in the same manner as if you were a U.S. person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a “branch profits tax” equal to 30% (or lower applicable income tax treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest and gain effectively connected with your trade or business in the United States will be included in the earnings and profits of a foreign corporation.

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Backup Withholding and Information Reporting

Payments to you of interest on a note, and amounts withheld from such payments, if any, generally will be required to be reported to the IRS and to you. Copies of these information returns may also be made available under the provisions of a specific treaty or other agreement to tax authorities of the country in which a Non-U.S. Holder resides.

If you are a U.S. holder, information reporting requirements generally will apply to all payments we make to you and the proceeds from a sale of a note (including a retirement or redemption), unless you are an exempt recipient. If you fail to supply your correct taxpayer identification number, under-report your tax liability or otherwise fail to comply with applicable U.S. information reporting or certification requirements, the IRS may require us to backup withhold U.S. federal income tax at the applicable backup withholding rate (currently 28%, but currently scheduled to increase to 31% in 2011) from those payments.

Generally, interest payments on the notes to non-U.S. holders and any U.S. federal withholding tax deducted from such payments must be reported annually to the IRS and to the non-U.S. holders. As a non-U.S. holder, you generally will not be subject to backup withholding and information reporting with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a U.S. person (as defined under the Code) and you have given us the certification described under the heading “—Tax Considerations for Non-U.S. Holders—Payments of Interest” above. In addition, if you are a non-U.S. holder, you will not be subject to backup withholding and information reporting with respect to the proceeds from a sale of the notes within the United States or conducted through certain U.S.-related financial intermediaries, if the payor receives the certification described under the heading “—Tax Considerations for Non-U.S. Holders—Payments of Interest” above and does not have actual knowledge or reason to know that you are a U.S. person (as defined under the Code) or you otherwise establish an exemption.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules may be credited against your U.S. federal income tax liability and any excess may be refundable if the proper information is provided to the IRS on a timely basis.

Recent Legislation

Recently enacted legislation regarding foreign account tax compliance, effective for payments made after December 31, 2012, imposes a withholding tax of 30% on interest and gross proceeds from the disposition of certain debt instruments paid to certain foreign entities unless various information reporting and certain other requirements are satisfied. However, the withholding tax will not be imposed on payments pursuant to obligations outstanding as of March 18, 2012. In addition, the legislation also imposes new U.S. return disclosure obligations (and related penalties for failure to disclose) on persons required to file U.S. federal income tax returns that hold certain specified foreign financial assets (which include financial accounts in foreign financial institutions). Holders should consult their own tax advisors regarding the possible implications of this recently enacted legislation on their investment in the notes.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale until 180 days after the expiration date of the exchange offer.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Until the earlier of 180 days after the date the exchange offer registration statement becomes effective and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Pursuant to the registration rights agreement, we have agreed to pay all expenses incident to this exchange offer (including the expenses of one counsel for the holders of the notes) and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the exchange notes and the subsidiary guarantees are being passed upon for us by Jones Day. Holland & Hart LLP is passing upon certain matters of the laws of the States of Utah and Colorado. Stites & Harbison, PLLC is passing upon certain matters of the laws of the State of Tennessee.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

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$300,000,000

EnergySolutions, Inc.

EnergySolutions, LLC

10.75% Senior Notes due 2018

PROSPECTUS

PART II

Information Not Required in Prospectus

Item 20. Indemnification of Directors and Officers.

Delaware

Delaware General Corporation Law

Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

EnergySolutions, Inc.

EnergySolutions, Inc.’s bylaws authorize the indemnification of officers and directors of the corporation consistent with Section 145 of the DGCL. EnergySolutions, Inc. entered into indemnification agreements with its directors upon completion of its initial public offering providing the directors contractual rights to indemnification, and expense advance and reimbursement, to the fullest extent permitted under the DGCL.

BNG America Savannah River Corporation

The certificate of incorporation of BNG America Savannah River Corporation provides that the corporation will indemnify to the fullest extent permitted by Section 145 of the DGCL each person that such Section grants the corporation the power to indemnify. The bylaws of BNG America Savannah River Corporation contain no provisions concerning the indemnification of directors and officers.

Duratek, Inc.

The certificate of incorporation of Duratek, Inc. provides that the corporation will, to the maximum extent permitted under Delaware law, indemnify and, upon request, advance expenses to any person who was or is a party or is threatened to be a party to, or testifies in, any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such

II-1

person is or was or has agreed to be a director, officer, partner, trustee, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expense (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement or incurred by such person in connection with such action, suit, claim or proceeding (including the investigation, preparation to defend or defense thereof).

Further, the bylaws of Duratek, Inc. provide that the corporation will indemnify, to the fullest extent permitted by Section 145 of the DGCL, any director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by Section 145 of the DGCL, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

EnergySolution Company, Inc.

The certificate of incorporation of EnergySolution Company, Inc. provides that the corporation will indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law. The indemnification provisions concerning directors and officers in the bylaws of EnergySolution Company, Inc. are identical to those provisions in the bylaws of Duratek, Inc. as described above.

EnergySolutions Diversified Services, Inc.

The certificate of incorporation of EnergySolutions Diversified Services, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of EnergySolutions Diversified Services, Inc. provide that the corporation will indemnify to the fullest extent permitted by or provided for in the DGCL any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including any action by or in the right of the corporation or any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, in which any director or officer of the corporation heretofore or hereafter served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of the commencement, the threat of the commencement of and/or continuation of such action or proceeding, or any appeal therein. No indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed to bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

EnergySolutions Federal EPC, Inc.

The certificate of incorporation of EnergySolutions Federal EPC, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of EnergySolutions Federal EPC, Inc. provide that the corporation will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or

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investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Further, the bylaws of EnergySolutions Federal EPC, Inc. provide that the corporation will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification will be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Notwithstanding the above, the bylaws of EnergySolutions Federal EPC, Inc. provide, except for proceedings to enforce rights to indemnification, that the corporation shall not be obligated to indemnify any director or officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by the board of directors of EnergySolutions Federal EPC, Inc. To the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

EnergySolutions Federal Services of Hanford, Inc.

The certificate of incorporation of EnergySolutions Federal Services of Hanford, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of EnergySolutions Federal Services of Hanford, Inc. provide that the corporation will, to the fullest extent authorized by the DGCL, indemnify each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the corporation or otherwise, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person (except for a suit or action brought against the corporation by such person to recover the unpaid amount of a claim for indemnification) only if such proceeding was authorized by the board of directors of EnergySolutions Federal Services of Hanford, Inc.

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EnergySolutions Government Group, Inc.

The certificate of incorporation of EnergySolutions Government Group, Inc. contains no provisions concerning the indemnification of directors and officers. The indemnification provisions concerning directors and officers in the bylaws of EnergySolutions Government Group, Inc. are identical to those provisions in the bylaws of Duratek, Inc. as described above.

EnergySolutions, Spent Fuel Division, Inc.

The certificate of incorporation of EnergySolutions, Spent Fuel Division, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of EnergySolutions, Spent Fuel Division, Inc. provide that the corporation will indemnify its directors and officers to the full extent permitted by the DGCL.

GTSD Sub IV, Inc.

The certificate of incorporation of GTSD Sub IV, Inc. contains no provisions concerning the indemnification of directors and officers. The indemnification provisions concerning directors and officers in the bylaws of GTSD, Sub IV, Inc. are identical to those provisions in the bylaws of Duratek, Inc. as described above.

Hittman Transport Services, Inc.

The certificate of incorporation of Hittman Transport Services, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of Hittman Transport Services, Inc. provide that the corporation will indemnify every person who is or was a director, officer, employee or agent of the corporation or of any other corporation, partnership, joint venture, trust or other enterprise which he served at the request of the corporation against all liability and reasonable expenses incurred by him in connection with or resulting from any action, suit or proceeding in which he may become involved as a party or otherwise (other than an action, suit or proceeding brought by him against the corporation or such other corporation or other enterprise) by reason of his being or having been a director, officer, employee or agent of the corporation or such other corporation, partnership, joint venture, trust or other enterprise, provided that said action, suit or proceeding shall be prosecuted to a final determination and he shall defend successfully on the merits or otherwise, or in the absence of such a final determination in his favor, that the board of directors shall determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, that he reasonably cooperated with the corporation in conducting any such action, suit or proceeding and, with respect to any criminal action or proceeding, that he had no reasonable cause to believe his conduct was unlawful.

Delaware Limited Liability Company Act

Section 18-108 of the Delaware Limited Liability Company Act, or DLLCA, provides that, subject to any standards and restrictions, if any, set forth in a limited liability company’s operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

BNG America LLC

The certificate of formation of BNG America LLC contains no provisions concerning the indemnification of directors and officers. The operating agreement of BNG America LLC provides that the company will indemnify any member or assignee or any trustee, director or officer of any member or assignee serving on behalf of the company or any manager or officer of the company (an “Indemnitee”) that was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the company (but without recourse to the separate assets of the member or any assignee) against all losses, costs

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and expenses, including judgments and amounts paid in settlement and attorney’s fees actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee has performed his, her or its duties in good faith, in a manner he, she or it reasonably believes to be in the best interests of the company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, her or its conduct was not unlawful.

Chem-Nuclear Systems, L.L.C.

The certificate of formation of Chem-Nuclear Systems, L.L.C. contains no provisions concerning the indemnification of directors and officers. The limited liability company agreement of Chem-Nuclear Systems, L.L.C. provides that the company will, to the fullest extent permitted under the DLLCA, indemnify each person who is or was a member or officer of the company, and each person who serves or served at the request of the company as member, director or officer (or equivalent) of another enterprise, except as to any action, suit or proceeding brought by or on behalf of such member or officer of the company without prior approval of the members.

EnergySolutions Fuel Services, LLC

The certificate of formation of EnergySolutions Fuel Services, LLC contains no provisions concerning the indemnification of directors and officers. The operating agreement of EnergySolutions Fuel Services, LLC provides that the company will, to the fullest extent permitted by law, indemnify each member, manager, if any, and officer of the company from and against all damages, claims, judgments, debts, liabilities and obligations arising from or attributable to the activities of the company, or the activities (or omissions) of any of such manager, member or officers when acting on behalf of the company or in furtherance of its purposes; provided, however, that the company shall not indemnify any member or officer for any act or omission comprising fraud or any other criminal act and the company shall not indemnify any member or officer for any act or omission comprising bad faith, recklessness or gross negligence on the part of such member or officer. Such indemnification as is provided as set forth above shall include, but is not limited to, indemnification for the costs and expenses of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the company) and attorneys’ fees, filing fees, court reporters’ fees and transcript costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Property Value Restoration, LLC

The certificate of formation of Property Value Restoration, LLC contains no provisions concerning the indemnification of directors and officers. The indemnification provisions concerning directors and officers in the operating agreement of Property Value Restoration, LLC are identical to those provisions in the operating agreement of EnergySolutions Fuel Services, LLC as described above.

EnergySolutions of Ohio, LLC

The certificate of formation of EnergySolutions of Ohio, LLC contains no provisions concerning the indemnification of directors and officers. The indemnification provisions concerning directors and officers in the operating agreement of EnergySolutions of Ohio, LLC are identical to those provisions in the operating agreement of EnergySolutions Fuel Services, LLC as described above.

EnergySolutions Midwest, LLC

The certificate of formation of EnergySolutions Midwest, LLC contains no provisions concerning the indemnification of directors and officers. The indemnification provisions concerning directors and officers in the operating agreement of EnergySolutions Midwest, LLC are identical to those provisions in the operating agreement of EnergySolutions Fuel Services, LLC as described above.

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Colorado

Colorado Business Corporation Act

Section 7-108-402 of the Colorado Business Corporation Act, or the CBCA, provides, generally, that the articles of incorporation of a Colorado corporation may contain a provision eliminating or limiting the personal liability of a director (defined as an individual who is or was a director of a corporation or who, while a director of a corporation, is or was serving at the corporation’s request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter or a trustee of, or to hold any similar position with, another domestic or foreign entity or of an employee benefit plan) to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision may not eliminate or limit the liability of a director for monetary damages (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning unlawful distribution), or (iv) any transaction from which the director directly or indirectly derived an improper personal benefit. Such provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date on which such provision becomes effective.

Section 7-109-102 of the CBCA provides, generally, that a Colorado corporation may indemnify a person made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, and whether formal or informal, because the person is or was a director, against any obligation incurred with respect to such proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred in such proceeding if the person conducted himself or herself in good faith and the person reasonably believed, (a) in the case of conduct in an official capacity with the corporation, that the person’s conduct was in the corporation’s best interests and, (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. A corporation may not indemnify a director in connection with any proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which proceeding the director was judged liable on the basis that the director derived an improper personal benefit. Any indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such proceeding.

Section 7-109-103 of the CBCA provides that a Colorado corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, to which he was a party because the person is or was a director, against reasonable expenses incurred by such director in connection with the proceeding, unless such indemnity is limited by the corporation’s articles of incorporation.

Under Section 7-109-107 of the CBCA, unless otherwise provided in the articles of incorporation, a Colorado corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

Manufacturing Sciences Corporation

The articles of incorporation of Manufacturing Sciences Corporation provide that the corporation possesses and may exercise all powers to indemnify directors, officers, employees, fiduciaries and other persons and all powers incidental thereto, without regard to whether or not such powers are expressly provided for in the CBCA. The board of directors is authorized on behalf of the corporation and without shareholder action to exercise all of the corporation’s powers of indemnification. The bylaws of Manufacturing Sciences Corporation provide that the

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corporation will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including serving as trustee, plan administrator or other fiduciary of an employee benefit plan, against expenses (including attorney fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.

Further, the bylaws of Manufacturing Sciences Corporation provide that the corporation will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Additionally, if a director, officer, employee, fiduciary or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall automatically be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith without the necessity of any such determination that he has met the applicable standard of conduct set forth above.

Georgia

Georgia Business Corporation Code

Section 851 of the Georgia Business Corporation Code, or the GBCC, provides that a Georgia corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (a) such individual conducted himself or herself in good faith; and (b) such individual reasonably believed (i) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation, (ii) in all other cases, that such conduct was at least not opposed to the best interests of the corporation, and (iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. A Georgia corporation is not permitted to indemnify a director (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under the GBCC, or (b) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. Where a director is wholly successful, on the merits or otherwise, in the defense of any proceeding referred to above, the corporation must indemnify him or her against reasonable expenses incurred by the director. Section 857 of the GBCC further authorizes a Georgia corporation to indemnify an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director. In addition, Section 858 of the GBCC authorizes a Georgia corporation to purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or

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who, while a director, officer, employee, or agent of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in such capacity or arising from his or her status as such, whether or not the corporation would have power to indemnify or advance expenses to him or her against the same liability under the GBCC.

In addition, Section 202 of the GBCC permits a corporation to include in its articles of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages, for breach of duty of care or other duty as a director, except for (i) any appropriation, in violation of his duties, of any business opportunity of the corporation, (ii) acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) liability under Section 832 of the GBCC (involving certain distributions), or (iv) any transaction from which the director received an improper benefit.

EnergySolutions Performance Strategies Inc.

Neither the articles of incorporation nor the bylaws of EnergySolutions Performance Strategies Inc. contain provisions concerning the indemnification of directors and officers.

Tennessee

Tennessee Business Corporation Act

The Tennessee Business Corporation Act, or TBCA, provides that a corporation may indemnify any of its officers, unless its charter provides otherwise, and any of its directors against liability incurred in connection with a proceeding if: (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation’s best interests; (c) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation, unless its charter provides otherwise, indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation’s charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses incurred if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (aa) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (bb) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (cc) such officer or director’s actions or conduct failed to meet the standards referenced under clauses (a)-(c) of this paragraph.

EnergySolutions Services, Inc.

The charter of EnergySolutions Services, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of EnergySolutions Services, Inc. provide that the corporation will, to the fullest extent permitted by Section 48-15-502 of the TBCA, indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by Section 48-18-502 of the TBCA, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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Utah

The Utah Revised Limited Liability Company Act, or the Utah Act, provides, generally, that the articles of organization or operating agreement of a Utah limited liability company may eliminate or limit the personal liability of a manager; except that under Section 48-2c-120 of the Utah Act, a company’s articles of organization or operating agreement may not eliminate or limit the personal liability of any person vested with management authority to the company or its members for damages for any breach of duty in the capacity where a judgment or other final adjudication adverse to the manager establishes that the manager’s acts or omissions (i) were in bad faith, (ii) involved gross negligence, (iii) involved willful misconduct, or (iv) resulted in a financial profit or other advantage to which the manager was not legally entitled.

Section 48-2c-1802 of the Utah Act provides, generally, that a Utah limited liability company may indemnify an individual made a party to a proceeding because he is or was a manager, against liability incurred in the proceeding if (i) his conduct was in good faith, (ii) he reasonably believed that his conduct was in, or not opposed to, the company’s best interests, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A company may not indemnify a manager under Section 48-2c-1802 in connection with a proceeding by or in the right of the company in which the manager was adjudged liable to the company or in connection with any other proceeding charging that the manager derived an improper personal benefit, whether or not involving action in his official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit.

Section 48-2c-1803 of the Utah Act provides that, unless limited by its articles of organization, a company shall indemnify a manager who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue, or matter in the proceeding, to which he was a party because he is or was a manager of the company, against reasonable expenses, including attorney’s fees, incurred by him in connection with the proceeding or claim with respect to which he has been successful.

Under Section 48-2c-1807 of the Utah Act, unless a company’s articles of organization provide otherwise: (i) a member of a company is entitled to mandatory indemnification under Section 48-2c-1803 to the same extent as a manager; (ii) the company may indemnify and advance expenses to a member, employee, fiduciary, or agent of the company to the same extent as to a manager; and (iii) a company may also indemnify and advance expenses to a member, employee, fiduciary, or agent who is not a manager to a greater extent, if not inconsistent with public policy, and if provided for by its articles of organization, operating agreement, general or specific action of its managers or members, or contract.

EnergySolutions, LLC

The articles of organization of EnergySolutions, LLC contain no provisions concerning the indemnification of directors and officers. The operating agreement of EnergySolutions, LLC provides that the company will indemnify, to the full extent permitted by applicable law, any of its members, managers, employees, agents, officers, directors, and any of their respective affiliates, consultants, employees or agents (each an “Indemnified Party”) for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by the operating agreement. An Indemnified Party will not be entitled to indemnification for any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions.

EnergySolutions Water System, LLC

The articles of organization of EnergySolutions Water System, LLC provide that the company will indemnify to the fullest extent permitted by the Utah Act any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

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administrative or investigative by reason of the fact that he, she, or it is or was a member or manager of the company. The limited liability company agreement of EnergySolutions Water System, LLC contains no provisions concerning the indemnification of directors and officers.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The following exhibits are included as exhibits to this Registration Statement.

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation of EnergySolutions, Inc. (incorporated by reference to Exhibit 3.1 to the EnergySolutions, Inc. Registration Statement on Form S-1 (File No. 333- 141645))
3.2	Bylaws of EnergySolutions, Inc. (incorporated by reference to Exhibit 3.2 to the EnergySolutions, Inc. Registration Statement on Form S-1 (File No. 333- 141645))
3.3	Articles of Organization of EnergySolutions, LLC
3.4	Operating Agreement of EnergySolutions, LLC
3.5	Certificate of Formation of BNG America LLC
3.6	Operating Agreement of BNG America LLC
3.7	Certificate of Incorporation of BNG America Savannah River Corporation
3.8	Bylaws of BNG America Savannah River Corporation
3.9	Certificate of Formation of Chem-Nuclear Systems, L.L.C.
3.10	Limited Liability Company Agreement of Chem-Nuclear Systems, L.L.C.
3.11	Charter of EnergySolutions Services, Inc.
3.12	Bylaws of EnergySolutions Services, Inc.
3.13	Certificate of Incorporation of Duratek, Inc.
3.14	Bylaws of Duratek, Inc.
3.15	Certificate of Incorporation of EnergySolution Company, Inc.
3.16	Bylaws of EnergySolution Company, Inc.
3.17	Certificate of Incorporation of EnergySolutions Diversified Services, Inc.
3.18	Bylaws of EnergySolutions Diversified Services, Inc.
3.19	Certificate of Incorporation of EnergySolutions Federal EPC, Inc.
3.20	Bylaws of EnergySolutions Federal EPC, Inc.
3.21	Certificate of Incorporation of EnergySolutions Federal Services of Hanford, Inc.
3.22	Bylaws of EnergySolutions Federal Services of Hanford, Inc.
3.23	Certificate of Incorporation of EnergySolutions Government Group, Inc.
3.24	Bylaws of EnergySolutions Government Group, Inc.
3.25	Certificate of Formation of EnergySolutions Fuel Services, LLC
3.26	Operating Agreement of EnergySolutions Fuel Services, LLC

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Exhibit Number	Exhibit Description
3.27	Articles of Organization of EnergySolutions Water System, LLC
3.28	Limited Liability Company Agreement of EnergySolutions Water System, LLC
3.29	Certificate of Incorporation of EnergySolutions, Spent Fuel Division, Inc.
3.30	Bylaws of EnergySolutions, Spent Fuel Division, Inc.
3.31	Certificate of Incorporation of GTSD Sub IV, Inc.
3.32	Bylaws of GTSD Sub IV, Inc.
3.33	Certificate of Incorporation of Hittman Transport Services, Inc.
3.34	Bylaws of Hittman Transport Services, Inc.
3.35	Articles of Incorporation of Manufacturing Sciences Corporation
3.36	Bylaws of Manufacturing Sciences Corporation
3.37	Articles of Incorporation of EnergySolutions Performance Strategies Inc.
3.38	Bylaws of EnergySolutions Performance Strategies Inc.
3.39	Certificate of Formation of Property Value Restoration, LLC
3.40	Operating Agreement of Property Value Restoration, LLC
3.41	Certificate of Formation of EnergySolutions of Ohio, LLC
3.42	Operating Agreement of EnergySolutions of Ohio, LLC
3.43	Certificate of Formation of EnergySolutions Midwest, LLC
3.44	Operating Agreement of EnergySolutions Midwest, LLC
4.1	Indenture, dated as of August 13, 2010, among EnergySolutions, Inc., EnergySolutions, LLC, the guarantor parties thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference as Exhibit 4.1 to EnergySolutions, Inc.’s Form 8-K filed with the SEC on August 16, 2010)
4.2	Registration Rights Agreement, dated August 13, 2010, among EnergySolutions, Inc., EnergySolutions, LLC, the guarantor parties thereto and J.P. Morgan Securities Inc., as representative of the initial purchasers (incorporated by reference as Exhibit 4.2 to EnergySolutions, Inc.’s Form 8-K filed with the SEC on August 16, 2010)
5.1	Opinion of Jones Day
5.2	Opinion of Holland & Hart LLP
5.3	Opinion of Stites & Harbison, PLLC
12.1	Statement Regarding Computation of Ratios
23.1	Consent of Ernst & Young LLP
23.2	Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1 hereto)
23.3	Consent of Holland & Hart LLP (included as part of its opinion filed as Exhibit 5.2 hereto)
23.4	Consent of Stites & Harbison, PLLC (included as part of its opinion filed as Exhibit 5.3 hereto)
24.1	Powers of Attorney (included on signature pages hereto)
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the indenture governing the notes

II-11

Exhibit Number	Exhibit Description
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Instruction to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-12

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)   That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(7)   That every prospectus (i) that is filed pursuant to paragraph (h)(1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(9)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(10) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-13

SIGNATURES

EnergySolutions, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Executive Vice President and Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    STEVEN R. ROGEL         Steven R. Rogel	Chairman of the Board of Directors	May 17, 2011
/s/    VAL J. CHRISTENSEN         Val J. Christensen	President, Chief Executive Officer and Director (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    J. BARNIE BEASLEY, JR.         J. Barnie Beasley, Jr	Director	May 17, 2011
/s/    PASCAL COLOMBANI         Pascal Colombani	Director	May 17, 2011
/s/    DAVID LOCKWOOD         David Lockwood	Director	May 17, 2011
/s/    JEAN I. EVEREST, II         Jean I. Everest, II	Director	May 17, 2011
/s/    CLARE SPOTTISWOODE         Clare Spottiswoode	Director	May 17, 2011

Signature	Title	Date
/s/    ROBERT A. WHITMAN         Robert A. Whitman	Director	May 17, 2011
/s/    DAVID B. WINDER         David B. Winder	Director	May 17, 2011

EnergySolutions, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS, LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Executive Vice President and Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Managers, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Executive Vice President, Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    DAVID ANGERBAUER         David Angerbauer	Executive Vice President, General Counsel, Secretary and Manager	May 17, 2011
/s/    MARK MORANT         Mark Morant	President, Global Commercial Group and Manager	May 17, 2011
/s/    ALAN PARKER         Alan Parker	President, Government Group and Manager	May 17, 2011
/s/    JOHN CHRISTIAN         John Christian	President, Long-Term Stewardship Group and Manager	May 17, 2011

BNG America LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

BNG AMERICA LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Managers, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Manager	May 17, 2011

BNG America Savannah River Corporation

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

BNG AMERICA SAVANNAH RIVER CORPORATION
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Director	May 17, 2011

Chem-Nuclear Systems, L.L.C.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

CHEM-NUCLEAR SYSTEMS, L.L.C.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chief Executive Officer and Manager (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Manager	May 17, 2011

EnergySolutions Services, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENGERYSOLUTIONS SERVICES, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	President and Director	May 17, 2011

Duratek, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

DURATEK, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	President and Director	May 17, 2011

EnergySolution Company, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTION COMPANY, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    DAVID ANGERBAUER         David Angerbauer	General Counsel, Secretary and Director	May 17, 2011

EnergySolutions Diversified Services, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS DIVERSIFIED SERVICES, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors	May 17, 2011
/s/    MARK MORANT         Mark Morant	President, Chief Executive Officer and Director (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011

EnergySolutions Federal EPC, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS FEDERAL EPC, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Executive Vice President and Director	May 17, 2011

EnergySolutions Federal Services of Hanford, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS FEDERAL SERVICES OF HANFORD, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    ALAN PARKER         Alan Parker	Executive Vice President and Director	May 17, 2011

EnergySolutions Government Group, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS GOVERNMENT GROUP, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    ALAN PARKER         Alan Parker	President and Director	May 17, 2011

EnergySolutions Fuel Services, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS FUEL SERVICES, LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Managers, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    DAVID ANGERBAUER         David Angerbauer	General Counsel, Secretary and Manager	May 17, 2011

EnergySolutions Water System, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS WATER SYSTEM, LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Executive Vice President and Chief Financial Officer of EnergySolutions, LLC, the sole member of EnergySolutions Water System, LLC

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen for EnergySolutions, LLC as sole member	Chairman of the Board of Managers, President and Chief Executive Officer of EnergySolutions, LLC, the sole member of EnergySolutions Water System, LLC	May 17, 2011

EnergySolutions, Spent Fuel Division, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS, SPENT FUEL DIVISION, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	President and Director	May 17, 2011
/s/    ALAN PARKER         Alan Parker	Director	May 17, 2011

GTSD Sub IV, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

GTSD SUB IV, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Executive Vice President and Director	May 17, 2011

Hittman Transport Services, Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

HITTMAN TRANSPORT SERVICES, INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Executive Vice President and Director	May 17, 2011

Manufacturing Sciences Corporation

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

MANUFACTURING SCIENCES CORPORATION
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    DAVID ANGERBAUER         David Angerbauer	General Counsel, Secretary and Director	May 17, 2011
/s/    MARK MORANT         Mark Morant	Director	May 17, 2011
/s/    ALAN PARKER         Alan Parker	Director	May 17, 2011

EnergySolutions Performance Strategies Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS PERFORMANCE STRATEGIES INC.
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    ALAN PARKER         Alan Parker	Executive Vice President and Director	May 17, 2011

Property Value Restoration, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

PROPERTY VALUE RESTORATION, LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	President, Chief Executive Officer and Manager (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    MARK MORANT         Mark Morant	Manager	May 17, 2011

EnergySolutions of Ohio, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS OF OHIO, LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Managers and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    ALAN PARKER         Alan Parker	President and Manager	May 17, 2011
/s/    DAVID ANGERBAUER         David Angerbauer	General Counsel, Secretary and Manager	May 17, 2011
/s/    JASON DAY         Jason Day	Manager	May 17, 2011

EnergySolutions Midwest, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on May 17, 2011.

ENERGYSOLUTIONS MIDWEST, LLC
By:	/s/    WILLIAM R. BENZ
Name:	William R. Benz
Title:	Chief Financial Officer

Each person whose signature appears below does hereby constitute and appoint Val J. Christensen to be his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including without limitation any post-effective amendments thereto and any registration statement pursuant to Rule 462(b)), and to file each of the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    VAL J. CHRISTENSEN         Val J. Christensen	Chairman of the Board of Managers, President and Chief Executive Officer (Principal Executive Officer)	May 17, 2011
/s/    WILLIAM R. BENZ         William R. Benz	Chief Financial Officer and Manager (Principal Financial and Principal Accounting Officer)	May 17, 2011
/s/    ALAN PARKER         Alan Parker	Executive Vice President and Manager	May 17, 2011

EX-3.3

Exhibit 3.3

	State of Utah DEPARTMENT OF COMMERCE	This form must be type written or computer generated. For your	File Number 984789-0160
	Division of Corporations & Commercial Code	convenience, this form has	Non-Refundable Processing Fee $37.00
		been designed to be filled out and printed online.

Articles of Amendment to Articles of Organization  

Pursuant to UCA § 48-2c-408, the individual named below causes this Amendment to the Articles of Organization to be delivered to the Utah Division of Corporations for filing, and states as follows:

The name of the limited liability company is:                             Envirocare of Utah, LLC                            

The Articles of Organization shall be amended as set forth herein (mark all that apply):

þ There is a change in the name of the limited liability company to:

                EnergySolutions, LLC                                                                                                                          

¨ The articles of organization are amended as follows:
¨ A change of ownership structure or exchange/reclassification of interests:

The amendment was adopted on the 31^st day of January, 2006

Each amendment was adopted by the members and any managers, as required by Section 48-2c-803 or 48-2c-804, or otherwise required by the articles or organization or operating agreement.

Delayed effective date (if not to be effective upon filing)                          (not to exceed 90 days)

Under penalties of perjury, I declare that this Amendment of Articles of Organization has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

Typed Name: R Steve Creamer

Capacity: ¨ Member   þ Manager

Signed:	/s/ R Steve Creamer
Dated this 1st day of February, 2006

Mail In: PO Box 146705

Salt Lake City, UT 84114-6705

Walk In: 160 East 300 South, Main Floor

Information Center: (801) 530-4849

Toll Free: (877) 526-3994 (within Utah)

Fax: (801)530-6438

Web Site: http:///www.commerce.utah.gov/cor

Under GRAMA {63-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, the business entity physical address may be provided rather than the residential or private address of any individual affiliated with the entity.

Revised 05/05

	EXPEDITE	AMENDMENT
	AMENDED AND RESTATED
	ARTICLES OF ORGANIZATION
	OF
	ENVIROCARE OF UTAH, LLC

The undersigned hereby certifies as follows:

A. He is a duly appointed and acting manager of Envirocare of Utah, LLC (the “Company”).

B. The Company’s original Articles of Organization were filed with the Division of Corporations and Commercial Code of the Utah Department of Commerce (the “Division”) on January 31, 2005 pursuant to §§ 48-2c-207 and 48-2c-403 of the Utah Revised Limited Liability Company Act, Utah Code Ann. § 48-2c-101 et. seq. (the “Act”).

C. These Amended and Restated Articles of Organization were approved by the sole member of the Company on January 31, 2005 in accordance with the provisions of § 48-2c-802 of the Act and the Company’s Operating Agreement to reflect (i) that the Company’s original manager and registered agent no longer act in those capacities and (ii) the identity of the Company’s current managers and registered agent and were duly signed and are hereby filed in accordance with the provisions of §§ 48-2c-408 and 48-2c-409 of the Act.

D. The text of the Articles of Organization of the Company is amended and restated in its entirety to read as set forth as follows:

ARTICLE I

NAME OF THE LIMITED LIABILITY COMPANY

The name of the limited liability company is Envirocare of Utah, LLC (the “Company”).

ARTICLE II
DURATION

The Company’s period of duration is until December 4, 2086, unless earlier terminated pursuant to the terms of the Company’s Operating Agreement.

ARTICLE III

BUSINESS PURPOSE

The Company is organized to engage in any and all activities for which a limited liability company may be organized under the Act.

ARTICLE IV

STREET ADDRESS OF REGISTERED OFFICE/INITIAL REGISTERED AGENT

The street address of the Company’s registered office in Utah is 605 North 5600 West, Salt Lake City, Utah 84116, and the name of the Company’s registered agent in Utah at such address is Jean I. Everest II. The street address of the Company’s designated office is 605 North 5600 West, Salt Lake City, Utah 84116. By signing in the following space, Jean I. Everest II hereby acknowledges and accepts appointment as the Company’s registered agent:

/s/ Jean I. Everest II

Jean I. Everest II

ARTICLE V

APPOINTMENT OF THE DIVISION AS AGENT

The Director of the Utah Division of Corporations and Commercial Code is appointed the Company’s agent for service of process if the registered agent has resigned, the registered agent’s authority has been revoked, or the registered agent cannot be found or served with the exercise of reasonable diligence.

2

ARTICLE VI
MANAGEMENT

The Company will be managed by its manager or managers as set forth in the Company’s Operating Agreement. The Company’s managers and their street addresses are set forth below:

Robert D. Lindsay

630 Fifth Avenue, 30th Floor

New York, New York 10111

Alan E. Goldberg

630 Fifth Avenue, 30th Floor

New York, New York 10111

Lance L. Hirt

630 Fifth Avenue, 30th Floor

New York, New York 10111

Andew S. Weinberg

630 Fifth Avenue, 30th Floor

New York, New York 10111

R Steve Creamer

605 North 5600 West

Salt Lake City, Utah 84116

Jordan W. Clements

299 South Main Street, Suite 2250

Salt Lake City, Utah 84111

ARTICLE VII

INTERNAL AFFAIRS

The Company shall not be required to maintain at its principal place of business the written statement described in § 48-2c-l12(8) of the Act. Except as provided in these Articles of Organization, and as provided by law, the regulation of the internal affairs of the Company shall be in accordance with the Company’s Operating Agreement.

3

IN WITNESS WHEREOF, this instrument has been executed under penalty of perjury as of this 31st day of January, 2005.

/s/ R Steve Creamer

R Steve Creamer, Manager

4

	CONVERSION
	ARTICLES OF ORGANIZATION
	OF
	ENVIROCARE OF UTAH, LLC

The undersigned, desiring to form a limited liability company under the Utah Revised Limited Liability Company Act, Utah Code Ann. § 48-2c-l01 et seq. (the “Act”), hereby adopts the following Articles of Organization for such limited liability company pursuant to §§ 48-2c-207 and 48-2c-403 of the Act.

ARTICLE I

NAME OF THE LIMITED LIABILITY COMPANY

The name of the limited liability company is Envirocare of Utah, LLC (the “Company”).

ARTICLE II

DURATION

The Company’s period of duration is until December 4, 2086, unless earlier terminated pursuant to the terms of the Company’s Operating Agreement.

ARTICLE III

BUSINESS PURPOSE

The Company is organized to engage in any and all activities for which a limited liability company may be organized under the Act.

ARTICLE IV

STREET ADDRESS OF REGISTERED OFFICE/INITIAL REGISTERED AGENT

The street address of the Company’s registered office in Utah is 605 North 5600 West, Salt Lake City, Utah 84116, and the name of the Company’s initial registered agent in Utah at

such address is F. Craig Thorley. The street address of the Company’s designated office is 605 North 5600 West, Salt Lake City, Utah 84116. By signing in the following space, F. Craig Thorley hereby acknowledges and accepts appointment as the Company’s initial registered agent:

/s/ F. Craig Thorley

F. Craig Thorley

ARTICLE V

APPOINTMENT OF THE DIVISION AS AGENT

The Director of the Utah Division of Corporations and Commercial Code is appointed the Company’s agent for service of process if the registered agent has resigned, the registered agent’s authority has been revoked, or the registered agent cannot be found or served with the exercise of reasonable diligence.

ARTICLE VI

MANAGEMENT

The Company will be managed by its manager or managers as set forth in the Company’s Operating Agreement. The Company’s initial manager and his street address is set forth below:

Khosrow B. Semnani

605 North 5600 West

Salt Lake City, Utah 84116

ARTICLE VII

INTERNAL AFFAIRS

The Company shall not be required to maintain at its principal place of business the written statement described in § 48-2c-l 12(8) of the Act. Except as provided in these Articles of

2

Organization, and as provided by law, the regulation of the internal affairs of the Company shall be in accordance with the Company’s Operating Agreement,

IN WITNESS WHEREOF, this instrument has been executed under penalty of perjury as of this 31 day of January, 2005.

/s/ Khosrow B. Semnani

Khosrow B. Semnani, Manager

3

EX-3.4

Exhibit 3.4

THIRD AMENDED AND RESTATED

OPERATING AGREEMENT

OF

ENERGYSOLUTIONS, LLC

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of EnergySolutions, LLC, (the “Company”) is entered into this 9th day of May, 2011, by EnergySolutions, Inc., a Delaware corporation (the “Member”), pursuant to and in accordance with the Utah Revised Limited Liability Company Act, Utah Code Ann. §48-2c-101 et. seq., as amended from time to time (the “Act”).

WITNESSETH:

WHEREAS, on or about January 31, 2005, the Khosrow B. Semnani Revocable Trust (the “Semnani Trust”) formed the Company pursuant to the Act by the filing of Articles of Conversion with the Utah Division of Corporations and Commercial Code converting Envirocare of Utah, Inc., a Utah corporation (the “Corporation”), into the Company and converting all outstanding shares of the Corporation into membership interests in the Company (the “Conversion”);

WHEREAS, immediately following the Conversion, the Semnani Trust transferred all of the outstanding membership interests in the Company to the Member; and

WHEREAS, (i) the Member entered into an Operating Agreement on January 31, 2005, setting forth the business and purpose of the Company and the terms and conditions of the conduct of its affairs (the “Original Operating Agreement”), (ii) the Member amended and restated the Original Operating Agreement on February 24, 2005 (the “Amended and Restated Operating Agreement”), (iii) the Member again amended and restated the Original Operating Agreement on May 4, 2005 (the “Second Amended and Restated Operating Agreement”), (iv) the Member adopted Amendment No. 1 to the Second Amended and Restated Operating Agreement on September 14, 2007 (the “Amendment No. 1”), (v) the Member again adopted Amendment No. 2 to the Second Amended and Restated Operating Agreement on November 12, 2010 (the “Amendment No. 2”), and (vi) the Member wishes to amend and restate the Second Amended and Restated Operating Agreement including Amendment No. 1 and Amendment No. 2 as set forth in this Agreement.

WHEREAS, the Member desires to set forth the business and purpose of the Company and the terms and conditions of the conduct of its affairs in this Agreement.

NOW, THEREFORE, in accordance with the Act, the Member hereby agrees as follows:

1. Name. The name of the limited liability company governed hereby is EnergySolutions, LLC.

2. Status. The Company is a Utah limited liability company organized under the Act.

3. Term. The Company’s existence as a limited liability company will be for the period set forth in the Company’s Articles, unless sooner terminated under the Act or this Agreement.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

1

5. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Board of Managers pursuant to this Agreement, including Section 8.

6. Principal Business Office. The Company’s principal place of business is located at 423 West 300 South, Suite 200, Salt Lake City, Utah 84101.

7. Registered Office and Registered Agent. The Company’s registered office in Utah is located at its principal place of business set forth in Section 6 above. Its registered agent is National Registered Agents, Inc.

8. Management.

a. The Member has established the Company as a “board of managers-managed” limited liability company and creates hereby a board of managers (the “Board of Managers”) of six (6) Persons to manage the Company and its business and affairs. Each of Persons appointed to the Board of Managers is referred to herein as a “Manager”. The Member shall designate each of the members of the Board of Managers and may remove any of such Managers at any time and from tune to time, with or without cause (subject to applicable law), its sole discretion. The members of the Board of Managers shall be comprised of the individuals set forth on Schedule I attached hereto, which schedule shall be amended from time to time to reflect any changes to the Board of Managers effected by the Member.

b. The Board of Managers shall have the exclusive right to manage and control the Company. Except as otherwise specifically provided herein, the Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Section 4 and Section 5 hereof, and each Manager shall possess and may enjoy and exercise ail of the rights and powers of a “manager” as provided in and under the Act; and each Manager shall be a “manager” for purposes of the Act; provided, however, that no individual Manager shall have the authority to act for or bind the Company without the requisite consent of the Board of Manager

c. Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), shall be in the sole and absolute discretion of the Board of Managers.

d. Meetings of the Board of Managers are expected to be held on approximately a quarterly basis, but in the any event shall be held not less than annually, when called by either the chairman thereof or the Member, upon not less than 5 business days’ advance written notice to the members of the Board of Managers by the chairman or the Member. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by the Manager entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be a simple majority of its voting members. Members of the Board of Managers may

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participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action taken by the Board of Managers shall be by a vote of a simple majority of the voting members present at the meeting thereof in person or by telephone. Except as expressly provided in this Section 8, the Board of Managers shall conduct its business in such manner and by such procedures as a majority of its members deem appropriate.

e. The Board of Managers may also take action without any meeting of the members of the Board of Managers by written consent of a simple majority of the members setting forth the action to be approved.

f. The Member, in its capacity as such, shall not participate in or have any control over the business of the Company. The Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board of Managers by this Agreement. The Member, in its capacity as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall not have any authority or right, in its capacity as a Member of the Company, to act for or bind the Company.

9. Officers. The Board of Managers is authorized to appoint any Person as an officer of the Company who shall have such powers and perform such duties incident to such Person’s office as set forth on Schedule II attached hereto or as may from time to time be conferred upon or assigned to it by the Board of Managers. Any appointment pursuant to this Section 9 may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf of the Company, any Person, including an Affiliate of the Member, to perform services for, or furnish good to, the Company.

10. Actions by the Board of Managers. Except as may be expressly limited by the provisions of this Agreement, including, without limitation, Section 8(b) and Section 8(d) hereof, any Manager is specifically authorized to execute, sign, seal, and deliver in the name and on behalf of the Company any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Company.

11. Name and Mailing Address of the Member. The name and business address of the Member are as follows:

Name	Address
EnergySolutions, Inc	423 West 300 South, Suite 200
	Salt Lake City, Utah 84101

12. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, the Board of Managers, any officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

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13. Admission as a Member; Membership Interests. The Member is deemed admitted as a Member of the Company upon its execution and delivery of this Agreement. The Member owns all of the outstanding membership interest in the Company. The Member’s membership interest shall be represented by a certificate for 1000 Units of the Company, which certificate shall be signed by the President and Secretary of the Company.

14. Additional Capital Contributions. The Member is not required to make additional capital contributions to the Company.

15. Capital Account. The total capital of the Member in the Company from time to time shall be referred to as the Member’s “Capital”. A capital account shall be maintained for the Member on the books of the Company, which account shall set forth the Capital of the Member in the Company. Such Capital account shall be adjusted to reflect the Member’s shares of allocations and distributions as provided in Section 17 of this Agreement, and any additional capital contributions to the Company or withdrawals of Capital from the Company. Such Capital account shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

16. Profits and Losses. The Profits or Losses incurred by the Company for each taxable year shall be determined on an annual basis. For each taxable year in which the Company realizes Profits or Losses, such Profits or Losses, respectively, shall be allocated to the Member. As used herein, “Profits” and “Losses” mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(l) of the Code shall be included in taxable income or loss), with the following adjustments:

a. any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss; or

b. any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Regulations Section 1.704- l(b)(2)(iv), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss.

17. Allocations and Distributions.

a. Allocations of Profit and Loss. Whenever a proportionate part of the Company’s Profit and Loss is allocated to the Member, every item of income, gain, loss, deduction and credit entering to the computation of such Profit or Loss applicable to the period during which such Profit or Loss was realized shall be allocated to the Member.

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as may be determined in the sole discretion of the Board of Managers. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the

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Member on account of it its interest in the Company if such distribution would violate the Act or to the applicable law.

18. Other Business. The Member may engage in or possess an interest in other business venture (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

19. Exculpation and Indemnification. None of the Member, any of its respective members, managers, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Manager, employee, agent, or officer or any of their respective affiliates, consultants, employees or agents (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason or any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party shall be entitled to the indemnified in respect to any loss, damage or claim incurred by such Indemnified Party or by reason of gross negligence or willful misconduct with respect to such acts or omissions; provide, however, that nay indemnity under the Section 19 shall be provided out of an to the extent of Company assets only, and the Member shall have not personal liability on account thereof.

20. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

21. Assignments. The Member may transfer, assign, pledge or hypothecate, in whole or in part its limited liability company interest, as determined in its sole discretion.

22. Termination of Membership. The rights of the Member to Share in the Profits and Losses of the Company, to receive distributions and to assign its interest in the Company pursuant to Section 21 shall, on its dissolutions, termination, winding-up, bankruptcy, or other inability to act in such capacity, devolve on its legal representative for the purpose of settling its estate or administrating its property.

23. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following.

(i) the expiration of the term set forth in Section 3;

(ii) the written consent of the Member

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(iii) any event that makes the Company ineligible to conduct its activities as a limited liability company under this Act; and

(iv) any event or circumstance that makes it unlawful or impossible for the Company to carry on its business.

b. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns. The Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws, and the Member shall not be liable for any consequences to any previously admitted or subsequently admitted Members resulting from their making or failing to make any such elections.

25. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

26. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

27. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Utah (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

28. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

29. Certain Defined Terms. As used in this Agreement (i) the term “Person” means any individual or Entity and, where the context so requires, the legal representatives, successors in interest and permitted assigns of such Person, (ii) the term “Entity” means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative association or other entity, (iii) the term “Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, Control, is Controlled by or is under common Control with such Person, and (iv) the terms “Control” and “Controlled” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has dully executed this Agreement as of the date first written above.

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MEMBER

ENERGYSOLUTIONS, INC.

/s/ David G. Angerbauer

David G. Angerbauer

Executive Vice President, General Counsel & Secretary

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Schedule I

Board of Managers

1. Val J. Christensen

2. William R. Benz

3. Mark Morant

4. Alan Parker

5. John Christian

6. David G. Angerbauer

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Schedule II

Officers

1. Chairman of the Board

The chairman of the board, if there be one, shall preside at all meetings of the Board of Managers and shall have such other powers and duties as may from time to time be assigned by the Board of Managers.

2. Chief Executive Officer

Subject to such supervisory powers, if any, as may be given by the Board of Managers to the chairman of the board, if any, the chief executive officer of the Company (if such an officer is appointed) shall, subject to the control of the Board of Managers, have general supervision, direction, and control of the business and the officers of the Company. He or she shall preside, in the absent or nonexistence of a chairman of the board, at all meetings of the Board of Managers and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other power and duties as may be prescribed by the Board of Managers or by the Company’s Operating Agreement.

3. President

Subject to such supervisory powers, if any, as may be given by the Board of Managers to the chairman of the board (if any) or the chief executive officer (if any), the president shall have general supervision, direction, and control of the business and other officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Managers or by the Company’s Operating Agreement.

4. Chief Financial Officer

The chief financial officer of the Company (if such an officer is appointed) shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, and capital retained earnings. The books of account shall at all reasonable times be open to inspection of any manager.

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The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Board of Managers. He or she shall disburse the funds of the Company as may be ordered by the Board of Managers, shall render to the president, the chief executive officer, or the managers, upon request, an account of all his or her transactions as chief financial officer and of the financial conditions of the Company, and shall have other powers and perform such other duties as may be prescribed by the Board of Managers of the Company’s Operating Agreement.

5. Vice Presidents.

In the absence or disability of the chief executive officer (if any) and president, the vice presidents, if any, in order of their rank as fixed by the Board of Managers or, if not ranked, a vice president designated by the Board of Managers, shall perform all the duties of the president and when so acting shall have all the powers, of and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Managers, the president or the chairman of the board or by the Company’s Operating Agreement.

6. Secretary.

The secretary shall keep or cause to be kept, at the principal executive office of the Company or such other pace as the Board of Managers may direct, a book of minutes of all meeting and action of managers, committees of managers, and members. The minutes shall show the time and place of each meeting, the names of those present and managers’ meetings or committee meetings and the proceedings thereof.

The secretary shall give, or cause to be given, notice of all meeting of the board of Managers required to be given by law or by the Company’s Operating Agreement. He or she shall keep the seal of the Company, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Managers or by the Company’s Operating Agreement.

7. Treasurer.

Subject the such supervisory powers, if any, as may be given by the Board of Managers to the chief financial officer (if any) the treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and capital retained earnings. The books of account shall at all reasonable times be open to inspection by any manager.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Board of Managers. He or she shall disburse the funds of the Company as may be ordered by the Board of Managers, shall render to the president, the chief executive officer, or the managers, upon request, an account of all his or her transactions as treasurer and of the financial condition of the Company, and shall have other powers and

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perform such other duties as may be prescribed by the Board of Managers or the Company’s Operating Agreement.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

BNG AMERICA LLC

First: The name of the limited liability company is BNG America LLC.

Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover. The name of its registered agent at such address is National Registered Agents, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 11th day of November, 2005.

By:	/s/ Jonathan P. Carter
	(Authorized Person)
Name:	Jonathan P. Carter

EX-3.6

Exhibit 3.6

OPERATING AGREEMENT

OF

BNG AMERICA LLC

This Operating Agreement (this “Agreement”) is entered into this 9th day of January, 2006, by BNG America, a Delaware corporation, the sole Member of the limited liability company referred to in this Agreement. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Article 2 of this Agreement.

Article 1. Organization

1.1 Formation of the Company; Term. The Company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its sole Member, created by the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of BNG America LLC on November 14, 2005. Unless sooner dissolved and liquidated in accordance with Article 6, the Company is to continue in perpetuity.

1.2 Name. The name of the Company is: BNG America LLC.

1.3 Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

1.4 Principal Place of Business, Office and Agent. The principal place of business and mailing address of the Company, and the office where the records required by the Act are kept is 1235 South Clark Street, No. 700, Arlington, Virginia 22202, or at such other location selected, from time to time, by the Board. The registered office of the Company in Delaware is at the office of the statutory agent of the Company in Delaware. The statutory agent of the Company in Delaware is National Registered Agents, Inc. The Board may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers will from time to time register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers consider necessary or appropriate. The Company may do business under any fictitious business names approved by the Board. The Officers will, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Officers reasonably consider necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.

Article 2. Definitions

Act means the Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18 (§§ 18-101, et. seq.), as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

Agreement means this Agreement as amended from time to time.

Bankruptcy Proceeding means any of the following: (i) the filing of an application for, or a consent to, the appointment of a trustee, receiver or custodian of the Company’s assets; (ii) the filing of an application or petition for relief with respect to the Company in proceedings under the United States Bankruptcy Code; or (iii) the making of a general assignment for the benefit of creditors.

Board or Board of Managers means the Board of Managers created under Article 4.

Company means BNG America LLC.

Manager means any Manager of the Company as appointed as provided in Article 4.

Fiscal Year means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on March 31; provided that the Member, subject to applicable tax law, may change the Fiscal Year at its election at any time.

Member means BNG America, a Delaware corporation.

Officer or Officers means any Officer or Officers appointed as provided in Article 4.

Person or person means any natural person, partnership (whether general or limited or whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

Subsidiary means any entity with respect to which, and at the time in question, either (a) the Company owns more than 50% of the equity or other ownership interests, or (b) the Company has the right to appoint or elect a majority of the board of directors or similar governing body.

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Article 3. Capitalization; Economics

3.1 Capital. The Member will contribute $ 100 to the capital of the Company. Thereafter, the Member may, but shall not be obligated to, make such additional contributions of cash or other assets as it deems reasonably necessary or advisable from time to time. The Member’s ownership of the Company will be evidenced by a Membership Certificate issued by the Company in units of one dollar ($1.00) each.

3.2 Capital Accounts; Allocations. Capital accounts described in Treasury Regulations§1.704-l(b), as promulgated pursuant to Internal Revenue Code section 704, shall be established and maintained in accordance with said regulations. All items of income, gain, loss and deduction will be allocated to the Member. The Member or its designee will keep a record of the Member’s contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member.

3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.

3.4 Distributions. Prior to the winding-up and liquidation of the Company, the Board may, in its sole discretion, cause the Company to make distributions of cash or other property to the Member. Upon winding up and liquidation of the Company, all assets of the Company shall be distributed in the manner and in the order of priority as provided in the Act.

Article 4. Management

4.1 Management by Board of Managers. Except as set forth under Section 4.3 below, the Company shall be managed by the Board of Managers and by the Officers appointed by the Board.

4.2 Board of Managers.

(a) The Company shall have a Board of Managers, appointed by the Member, that may from time to time be increased to not more than nine (9) or decreased to not less than one (1) member. One of the Managers appointed by the Member shall be designated by the Member as the Chairman of the Board. The following person is the Manager of the Company as of the date hereof and until his successor is duly appointed by the Member:

Philip O. Strawbridge             Chairman and Manager

(b) Each Manager will serve for a term of one year, provided that the Member may remove any Manager appointed at any time by written notice to the Company. Any Manager may resign at any time by delivering written notice to the Company.

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(c) In the event of the death, resignation or removal of any Manager, the Member will nominate a replacement Manager to serve out the remainder of the former Manager’s term. Any Manager may be renominated to one or more additional terms.

4.3 Authority and Power of the Board. The powers of the Company shall be exercised by and or under the authority of the Board, and the business and affairs of the Company shall be managed under the Board’s direction. In addition to the powers and authority conferred upon the Board by this Agreement, the Board may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Member. No Manager shall have the power or authority to act on behalf of the Company, except as an agent to carry out actions authorized by the Board in accordance with Section 4.4(f). The following actions may be undertaken by the Board only with the Member’s prior written authorization:

(a) any transaction between the Company and any Affiliate of the Company or of the Member, including their respective Officers, members of the Board and/or directors;

(b) the issuance of any additional ownership or equity interests in the Company to any person other than the Member;

(c) incurring indebtedness (other than in the ordinary course of business);

(d) entering into employment, severance, profit-sharing, bonus or similar plans with any employee of the Company;

(e) merging with one or more limited liability companies, limited partnerships or corporations under the applicable provisions of the Act;

(f) the sale or transfer of all or substantially all of the Company’s assets;

(g) amendment of this Agreement or the Certificate of Formation of the Company;

(h) taking any action on behalf of the Company for any Bankruptcy Proceeding; or

(i) dissolving or terminating the Company.

4.4 Board Meetings.

(a) Notices of Regular Meetings. Regular meetings of the Board of Managers shall be held at such times and places as may be fixed by the Board of Managers (with notice of such time and place sent to all Managers once fixed), and may be held without further notice.

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(b) Notices of Special Meetings. Special meetings of the Board may be called by any Manager. Notice of the time and place of special meeting of the Board shall be effective: (i) if delivered to each member of the Board by hand, telecopy or telex at least 48 hours prior to the time of such meeting; (ii) placed in the mail addressed to each member of the Board with proper first class postage prepaid, at least ten (10) business days prior to the date of such special meeting; or (iii) if telephoned to each member of the Board at least 48 hours prior to the date of such special meeting. Notices of special meetings of the Board shall identify the purpose of the special meeting or the business to be transacted at the special meeting. The failure to specifically identify an action to be taken or business to be transacted shall not invalidate any action taken or any business transacted at a special meeting.

(c) Location of Board Meetings. Board meetings may be held at any location; provided, however, that Managers may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

(d) Waiver of Notice of Meeting. Whenever notice of a Board meeting is required to be given under this Agreement, a written waiver of notice, signed by the Manager entitled to notice, whether before or after the time of the meeting, is equivalent to notice. A Manager’s attendance at a meeting is a waiver of notice of that meeting, unless the Manager attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e) Quorum for Board Meetings. A majority of the Managers is a quorum for the transaction of business at a meeting of the Board.

(f) Required Vote. The vote of at least a majority of the Managers on the Board is approval by, or the authorization of, the Board. Unless otherwise specifically provided in the Agreement, no Manager on the Board shall be disqualified from acting on any matter because the person that nominated him is interested in the matter to be acted upon by the Board. If there is a tie vote, then the Chairman shall resolve the issue.

(g) Voting. Each Manager on the Board shall have one vote.

(h) Written Actions of the Board. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if those Managers whose vote would be sufficient to take the action at a meeting consent thereto in writing.

4.5 Committees. The Board may designate one or more committees. Each committee shall be composed of such number of Managers, not less than two, as the Board may determine. Any committee, to the extent provided by this Agreement or by the Board may have and may exercise all of the power and authority granted to the Board under Section 4.3. All the provisions of this Agreement shall apply to committees of the Board, except that special meetings of a committee may be called by any member of such committee and the

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chairman of any committee shall preside at meetings of such committee. A vote of at least a majority of the members of a committee shall constitute approval by, or the authorization of, any committee.

4.6 Officers of the Company. The initial Officers of the Company are:

Philip O. Strawbridge	President and Chief Executive Officer
Jonathan P. Carter	Vice President, General Counsel and Secretary
Richard A. Tooze	Vice President, Chief Financial Officer and Treasurer
John A. Christian	Senior Vice President and Chief Operating Officer
Marilyn J. Heuss	Vice President
John M. Wilcynski	Vice President

The Company may have such additional Officers as are appointed, from time to time, by the Board. From time to time, the Board may establish, increase, reduce or otherwise modify responsibilities for the Officers or may create or eliminate officers as the Board considers appropriate. Any Officer may be removed at any time by the Board. The Officers of the Company have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Board may determine, from time to time. Any number of offices may be held by the same person. Each Officer holds office until his successor is appointed or elected or until his earlier resignation or removal. Any Officer may resign at any time upon written notice to the Company.

4.7 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer will devote to the Company such time as is reasonably necessary and his best efforts to carry out the business of the Company and to accomplish its purpose.

Article 5. Standard of Care; Indemnification

5.1 Standard of Care

(a) Any Member or any director, trustee or officer of any Member serving on behalf of the Company, and any Manager, Officer or employee of the Company in the performance of his, her or its duties, is entitled to rely in good faith on information, opinions, reports or statements presented to the Company by any of its other Members, Managers, Officers, employees or committees of the Company, or by any other Person, as to matters the Member or any director, trustee or officer of any Member serving on behalf of the Company, and any Manager, Officer or employee of the Company reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

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(b) Each Manager will perform his duties as Manager in good faith, in a manner he reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

(c) A Manager cannot be found to have violated Section 5.1 (b) unless it is proved, by clear and convincing evidence, in an action brought against the Manager, that he has not met the standard of Section 5.1(b).

(d) A Manager is liable in damages for any action that he takes or fails to take as a manager only if it is proved by clear and convincing evidence, that his action or failure to act involved (i) an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (ii) acts or omissions not in good faith or which involved intentional misconduct or knowing violation of the law, or (iii) any transaction from which the Manager derived an improper personal benefit.

5.2 Right to Indemnity. If any Member or assignee or any trustee, director or officer of any Member or assignee serving on behalf of the Company or any Manager or Officer of the Company (an “Indemnitee”) was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company (but without recourse to the separate assets of the Member or any assignee) the Company shall indemnify the Indemnitee against all losses, costs and expenses, including judgments and amounts paid in settlement and attorney’s fees actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding or investigation, so long as the Indemnitee has performed his, her or its duties in good faith, in a manner he, she or it reasonably believes to be in the bests interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, her or its conduct was not unlawful. The termination of any action, suit, proceeding or investigation by judgment, order, settlement or conviction upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner she, he, or it reasonably believed to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding or investigation, that she, he, or it had reasonable cause to believe his, hers or its conduct was not unlawful.

5.3 Board Determination. Unless indemnification is ordered by a court, the determination for purposes of Section 5.2 whether an Indemnitee met the standard set forth in this Agreement shall be made in the specific case by the Board.

5.4 Advancement of Expenses. Expenses, including attorney’s fees, incurred by any Indemnitee (other than any employee or agent of the Company who is not an officer of the Company) in defending any action, suit, proceeding or investigation shall be paid by the

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Company as they are incurred, in advance of the final disposition of the action, suit, proceeding or investigation, upon such terms and conditions as the Board shall determine. Reasonable expenses, including court costs and attorney’s fees, of the type referred to above in this Section 5.4 incurred by an employee or agent of the Company who is not also an officer of the Company may be so paid in the discretion of the Board upon such terms and conditions, if any, as the Board deems appropriate.

5.5 Other Right to Indemnity or Reimbursement; Survival. Notwithstanding the foregoing, indemnification under this Article 5 shall be provided only with respect to losses, costs, expenses, judgments and amounts which otherwise are not compensated for by insurance carried for the benefit of the Company. Any indemnification pursuant to this Agreement shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any rule of law (whether common law or statutory), agreement or arrangement, whether as to action in an official capacity or as to action in another capacity while holding such position or while employed by or acting as agent for the Company, and shall continue as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company and shall inure to the benefit of the heirs, successors, executors and administrators of the Indemnitee.

5.6 Indemnification of Employees and Agents. The Company may indemnify any employee or agent of the Company and any employee or Affiliate of any Member serving on behalf of the Company upon such terms and conditions, if any, as the Board considers appropriate.

5.7 Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was or has agreed to become a member of the Board, or any board of directors or mangers of any Subsidiary, against any liability asserted against him and incurred by him or on his behalf in any capacity, or arising out of his status as a Board member or in another capacity, whether or not the Company would have the power to indemnify him against the liability under the provisions of this Agreement, so long as the insurance is available on acceptable terms as determined by the Board.

5.8 Savings Clause. If this Article 5 or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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Article 6. Dissolution and Final Liquidation

6.1 Dissolution. Notwithstanding the retirement, resignation, expulsion, bankruptcy or dissolution of the Member, or the occurrence of any other event that terminates the continued membership of the Member in the Company, the term of the Company shall continue from the date of its formation in perpetuity, unless earlier dissolved on the earliest to occur of:

(a) An election to dissolve the Company made by written consent of the Member; or

(b) The entry of a decree of judicial dissolution under the Act.

6.2 Winding Up. On the dissolution of the Company, the Company’s affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the Board.

6.3 Distribution of Assets. On the winding up of the Company, its assets shall be applied in the manner, and in the order of priority, provided for in the Act.

Article 7. General

7.1 Governing Law. This agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.

7.2 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, reference to sections or articles refer to the sections and articles of this Agreement.

7.3 Notices. All notices to the Company or to the Member which are required or contemplated by this Agreement shall be in writing and delivered personally or sent by first class, registered or certified mail (postage prepaid, return receipt requested), overnight courier service or facsimile addressed as follows:

If to the Member:

BNG America

Attn: Philip Strawbridge

1235 South Clark Street

No. 700

Arlington, VA 22202

Facsimile: (703) 412-2567

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With a copy to:

BNG America

Attn: Jonathan P. Carter

1235 South Clark Street

No. 700

Arlington, VA 22202

Facsimile: (703) 412-2571

If to the Company:

BNG America LLC

Attn: Philip Strawbridge

1235 South Clark Street

No. 700

Arlington, VA 22202

Facsimile: (703) 412-2567

With a copy to:

BNG America LLC

Attn: Jonathan P. Carter

1235 South Clark Street

No. 700

Arlington, VA 22202

Facsimile: (703) 412-2571

IN WITNESS WHEREOF, the Member has caused this Agreement to be executed by its duly authorized officer effective for all purposes as of the day and year first above written, as permitted by Section 201 (d) of the Act.

BNG AMERICA
By:	/s/ Jonathan P. Carter
Name:	Jonathan P. Carter
Title:	Vice President, General Counsel & Assistant Secretary

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EX-3.7

Exhibit 3.7

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

BNFL SAVANNAH RIVER CORPORATION

BNFL Savannah River Corporation, a corporation organized and existing under and by virtue of the General Corporation Law (“GCL”) of the State of Delaware (the “Corporation”) does hereby certify:

FIRST: That by the written consent of the Board of Directors of the Corporation, executed on April 22, 2005, pursuant to Section 2.7 of the Bylaws of the Corporation, a resolution was duly adopted as follows:

RESOLVED: That the Corporation recommend to its shareholder that the name of the Corporation be changed to BNG America Savannah River Corporation.

SECOND: That in an April 22, 2005, Action by Written Consent, pursuant to Section 1.8 of the Bylaws of the Corporation, the Corporation’s sole shareholder approved said recommended name change, and authorized and directed the Corporation to change its name to BNG America Savannah River Corporation and to amend its Certificate of Incorporation to reflect the new name.

THIRD: That, pursuant to the aforesaid action of its sole shareholder, and in accordance with the provisions of Section 242 of the GCL, the Certificate of Incorporation of BNFL Savannah River Corporation is hereby amended as follows:

By striking out the whole of ARTICLE 1 thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE 1, reading as follows:

“1. The name of the Corporation is BNG America Savannah River Corporation.”

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 26th day of April, 2005.

By:	/s/ Jonathan P. Carter
	Authorized Officer
Title:	Secretary
Name:	Jonathan P. Carter

CERTIFICATE OF INCORPORATION

OF

BNFL SAVANNAH RIVER CORPORATION

1. The name of the corporation is BNFL Savannah River Corporation.

2. The address of the corporation’s registered office in Delaware is 15 East North Street, Dover (Kent County), Delaware 19901. United Corporate Services, Inc. is the cor- poration’s registered agent at that address.

3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4. The corporation shall have authority to issue a total of 1,000 shares of common stock of the par value of $0.01 per share.

5. The name of the sole incorporator is Dennis P. Barsky and his mailing address is c/o Kaye, Scholer, Fierman, Hays & Handler, 425 Park Avenue, New York, New York 10022.

6. The Board of Directors shall have the power to make, alter or repeal the by-laws of the corporation.

7. The election of the Board of Directors need not be by written ballot.

8. The corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as amended from time to time each person that such Section grants the corporation the power to indemnify.

9. No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he may be liable (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

10. The corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: September 1, 1995

/s/ Dennis P. Barsky

Dennis P. Barsky

Sole Incorporator

EX-3.8

Exhibit 3.8

FIRST AMENDMENT TO BYLAWS OF

BNFL SAVANNAH RIVER CORPORATION

THIS FIRST AMENDMENT TO BYLAWS (the “Amendment”) of BNFL Savannah River Corporation, a Delaware corporation, amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from BNFL Savannah River Corporation to BNG America Savannah River Corporation.

The foregoing First Amendment to Bylaws was duly approved by the Board of Directors of the Company on December 16, 2010.

BNG AMERICA SAVANNAH RIVER CORPORATION
By:	/s/ Jill Wadsworth
	Jill Wadsworth, Assistant Secretary

BY-LAWS

of

BNFL SAVANNAH RIVER CORPORATION

1. MEETINGS OF STOCKHOLDERS.

1.1 Annual Meeting. The annual meeting of stockholders shall be held on the third Monday of April in each year, or as soon thereafter as practicable, and shall be held at a place and time determined by the board of directors (the “Board”).

1.2 Special Meetings. Special meetings of the stockholders may be called by resolution of the Board or by the president and shall be called by the president or secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office or of the holders of 20% of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3 Place and Time of Meetings. Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the directors or stockholders requesting the meeting.

1.4 Notice of Meetings: Waiver of Notice. Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given except when required under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

1.5 Quorum. At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum a majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as

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originally called. No notice of an adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken except that, if adjournment is for more than thirty days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.

1.6 Voting; Proxies. Each stockholder of record shall be entitled to one vote for every share registered in his name. Corporate action to be taken by stockholder vote, including the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by Section 1.8 of these by-laws. Directors shall be elected in the manner provided in Section 2.1 of these by-laws. Voting need not be by ballot unless requested by a stockholder at the meeting or ordered by the chairman of the meeting; however, all elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy. Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after three years from its date unless it provides otherwise.

1.7 List of Stockholders. Not less than 10 days prior to the date of any meeting of stockholders, the secretary of the corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. For a period of not less than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting. During this period, the list shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection by stockholders at the time and place of the meeting.

1.8 Action by Consent Without a Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.

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2. BOARD OF DIRECTORS.

2.1 Number, Qualification, Election and Term of Directors. The business of the corporation shall be managed by the Board, which shall consist of three directors. The number of directors may be changed by resolution of a majority of the entire Board or by the stockholders, but no decrease may shorten the term of any incumbent director. Directors shall be elected at each annual meeting of stockholders by a majority of the votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of Section 2.9. As used in these by-laws, the term “entire Board” means the total number of directors which the corporation would have if there were no vacancies on the Board.

2.2 Quorum and Manner of Acting. A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 2.10 of these by-laws. Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

2.3 Place of Meetings. Meetings of the Board may be held in or outside Delaware.

2.4 Annual and Regular Meetings. Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in Section 2.6 of these by-laws. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

2.5 Special Meetings. Special meetings of the Board may be called by Chairman of the Board, the president or by any two of the directors.

2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to him at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any

4

business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

2.7 Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

2.8 Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

2.9 Resignation and Removal of Directors. Any director may resign at any time by delivering his resignation in writing to the president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

2.10 Vacancies. Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

2.11 Compensation. Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director may also be paid for serving the corporation, its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

3.1 Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of one or more directors which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, section 141(c) of the Delaware General Corporation Law, or any other applicable law. The members of the Executive Committee shall serve at the pleasure of the Board. All action of the Executive Committee shall be reported to the Board at its next meeting.

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3.2 Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of directors of one or more directors, which shall serve at the Board’s pleasure and have such powers and duties as the Board determines.

3.3 Rules Applicable to Committees. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

4. OFFICERS.

4.1 Number; Security. The executive officers of the corporation shall be the president, a secretary and a treasurer and may also include one or more vice presidents (including an executive vice president, if the Board so determines),. Any two or more offices may be held by the same person. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

4.2 Election; Term of Office. The executive officers of the corporation shall be elected annually by the Board, and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of Section 4.4.

4.3 Subordinate Officers. The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4 Resignation and Removal of Officers. Any officer may resign at any time by delivering his resignation in writing to the president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any officer appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him or by the president.

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4.5 Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for election or appointment to the office.

4.6 The President. The president shall be the chief executive officer of the corporation and shall preside at all meetings of the Board and of the stockholders. Subject to the control of the Board, he shall have general supervision over the business of the corporation and shall have such other powers and duties as presidents of corporations usually have or as the Board assigns to him.

4.7 Vice President. Each vice president shall have such powers and duties as the Board or the president assigns to him.

4.8 The Treasurer. The treasurer shall be the chief financial officer of the corporation and shall be in charge of the corporation’s books and accounts. Subject to the control of the Board, he shall have such other powers and duties as the Board or the president assigns to him.

4.9 The Secretary. The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and of the stockholders, shall be responsible for giving notice of all meetings of stockholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it. Subject to the control of the Board, he shall have such powers and duties as the Board or the president assigns to him. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.10 Salaries. The Board may fix the officers’ salaries, if any, or it may authorize the president to fix the salary of any other officer.

5. SHARES.

5.1 Certificates. The corporation’s shares shall be represented by certificates in the form approved by the Board. Each certificate shall be signed by the president or a vice president and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, and shall be sealed with the corporation’s seal or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile.

5.2 Transfers. Shares shall be transferable only on the corporation’s books, upon surrender of the certificate for the shares, properly endorsed. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

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5.3 Determination of Stockholders of Record. The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 or less than 10 days before the date of the meeting or more than 60 days before any other action.

6. MISCELLANEOUS.

6.1 Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the corporation’s name and the year and state in which it was incorporated.

6.2 Fiscal Year. The Board may determine the corporation’s fiscal year. Until changed by the Board, the corporation’s fiscal year shall be the calendar year.

6.3 Voting of Shares in Other Corporations. Shares in other corporations which are held by the corporation may be represented and voted by the president or a vice president of this corporation or by proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote the shares.

6.4 Amendments. By-laws may be amended, repealed or adopted by the stockholders.

EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

CHEM-NUCLEAR SYSTEMS, L.L.C.

This Certificate of Formation of Chem-Nuclear Systems, L.L.C. (the “LLC”), dated December 20, 1996, is being duly executed and filed by CNS Holdings, Inc. a Delaware corporation, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. Code §18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is Chem-Nuclear Systems, L.L.C.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

CNS HOLDINGS, INC.
By:	/s/ Brian J. Clarke
	Brian J. Clarke
	Vice President

EX-3.10

Exhibit 3.10

AMENDMENT NO. 2

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHEM-NUCLEAR SYSTEMS, L.LC.

THIS AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF Chem-Nuclear Systems, L.L.C., (the “Company”), dated March 24, 2011 (this “Amendment No. 2”) is made and entered into by GTSD Sub IV, Inc. as the sole member (the “Member”) of the Company.

WITNESSETH

WHEREAS, the Company is a Delaware limited liability company governed by the Limited Liability Company Agreement of the Company, dated as of December 20, 1996 (the “LLC Agreement”), and amended on August 10, 2010, and the Delaware Limited Liability Company Act (6 De. C. §18-101, et seq.) as amended from time to time (the “Act”);

WHEREAS, the Member desires to amend the LLC Agreement;

NOW, THEREFORE, intending to be legally bound, the undersigned hereby agrees as follows:

I. AMENDMENT.

The LLC Agreement is amended by deleting Section 7 entitled Management in its entirety thereto and inserting the new Section 7 as follows:

7. Management by Manager At Direction of Member. The Company shall have three (3) managers who shall serve until such time as replaced by the Member. The Managers shall exercise such powers as are granted under the Act to a Manager solely and only at the express direction of the Member, as the Member shall request or direct in writing. Although the Managers shall have those powers granted to a “manager” under the Act, those powers shall only be exercised as provided in the preceding sentence. Any exercise by the Managers of any power or authority granted to a “manager” under the Act other than as the Member shall direct or request in writing shall be a breach of this Agreement by the Manager. The Managers shall have the power to execute and deliver all legal instruments, documents and agreements for and on behalf of the Company, and

to cause the Company to take such other acts as are permitted by law, but all such actions by the Managers shall be solely and exclusively as the agent for the Company and at the direction of the Member as provided above.

II. MISCELLANEOUS.

A. Successors and Assigns. This Amendment shall be binding upon and shall enure to the benefit of, the parties to the LLC Agreement, and their respective successors and assigns.

B. Full Force and Effect. Except to the extent modified hereby, the LLC Agreement and all Amendment thereto shall remain in full force and effect.

C. Governing Law. This Amendment shall be interpreted in accordance with the laws of the state of Delaware (without regard to conflict of laws principles) all right and remedies being governed by such laws.

D. Effectiveness of Amendment. This Amendment No. 2 shall be effective immediately upon execution by the undersigned.

The foregoing Amendment No. 2 to the Limited Liability Agreement of Chem-Nuclear Systems, LLC was duly approved by GTSD Sub IV, Inc., the Sole Member of the Company, as of the day and year first written above.

GTSD SUB IV, INC.
By:	/s/ Val J. Christensen
	Val J. Christensen
	CEO and President

AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHEM-NUCLEAR SYSTEMS, L.L.C.

This Amendment to the Limited Liability Company Agreement of Chem-Nuclear Systems, L.L.C. (the “Company”), dated as of August 10, 2010 (this “Amendment”), is made and entered into by GTSD Sub IV, Inc., as the sole member of the Company (the “Member”).

WITNESSETH

WHEREAS, the Company is a Delaware limited liability company governed by the Limited Liability Company Agreement of the Company, dated as of December 20, 1996, as amended (the “LLC Agreement”), and the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) as amended from time to time (the “Act”);

WHEREAS, capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement; and

WHEREAS, the Member desires to amend the LLC Agreement;

NOW, THEREFORE, intending to be legally bound, the undersigned hereby agrees as follows:

I.          AMENDMENT.

A. The LLC Agreement is hereby amended by deleting Section 16 thereto and inserting the new Section 16 as follows:

“16. Assignments. A Member may not assign in whole or in part any interest in the Company except in connection with the pledge of such Member’s interest in the Company as collateral to secure a financing approved by the Company.”

II.               MISCELLANEOUS.

A. Successors and Assigns. This Amendment shall be binding upon, and shall enure to the benefit of, the parties to the LLC Agreement, and their respective successors and assigns.

B. Full Force and Effect. Except to the extent modified hereby, the LLC Agreement shall remain in full force and effect.

C. Governing Law. This Amendment shall be interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by such laws.

D. Effectiveness of Amendment. This Amendment shall be effective immediately upon execution by the undersigned.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

GTSD SUB IV, INC.
as Member
By:	/s/ Richard Tooze
	Name: Richard Tooze
	Title: Treasurer

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHEM-NUCLEAR SYSTEMS, L.L.C.

This Limited Liability Company Agreement (the “Agreement”) CHEM-NUCLEAR SYSTEMS, L.L.C., is entered into between CHEM-NUCLEAR SYSTEMS, Inc., a Delaware corporation, and CNS Holdings, Inc., a Delaware corporation, as members (referred to herein, together with any person who hereafter becomes a member of the company pursuant to Section 18 below, as the “Members”).

The Members hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. Code § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the limited liability company formed hereby is CHEM-NUCLEAR SYSTEMS, L.L.C. (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Powers. (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient for the furtherance of the purpose set forth in Section 2 above, including but not limited to, the power:

(i) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(ii) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(iii) to act as a general or limited partner of a partnership and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(iv) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any Member, any affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purpose of the Company;

(v) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, trusts, limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(vi) to lend money for its proper purpose, to invest and reinvest its funds, to take and hold real and personal property for the payment of funds so loaned or invested;

(vii) to sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(viii) upon approval by the Members, to elect or designate and employ one or more officers of the Company in accordance with Section 8 hereof and to appoint and employ employees and agents of the Company, and define their duties and fix their compensation;

(ix) to indemnify any person in accordance with the Act;

(x) upon approval by the Members, to cease its activities and cancel its Certificate;

(xi) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(xii) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on the assets of the Company;

(xiii) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(xiv) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company; and

(xv) to merge with, or consolidate into, another Delaware limited Liability company or other business entity (as defined in Section 18-209(a) of the Act) upon approval by the Members.

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(b) Notwithstanding the foregoing provisions of this Section 3, the Company shall have no power or authority, without the written approval of each Member, to amend or terminate this Agreement.

4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

6. Members. The names and the mailing addresses of the Members are as follows:

Name	Address
CHEM-NUCLEAR SYSTEMS, Inc.	3003 Butterfield Road
	Oak Brook, Illinois 60521
CNS Holdings, Inc.	3003 Butterfield Road
	Oak Brook, Illinois 60521

7. Management. (a) The business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. Each Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments or restatements thereof), and the Company is hereby designated as an authorized person to deliver and file any other certificates (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Each member shall have the authority without the act of any other Member to bind the Company as to third parties.

(b)           (i) Meetings of the Members may be called by the Secretary, and shall be called by the Secretary upon the written request of any Member, or, if the Secretary fails to act, may be called by any Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than two days nor more than 20 days prior to the date of such meeting. Attendance and participation at a meeting, except to protest the adequacy of notice thereof, shall constitute a waiver of any claim of inadequacy of notice of such matter. Members may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Members is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Members or may be given in

3

accordance with the procedure prescribed in subsection (v) of this Section 7(b). Each Member shall be entitled to cast one vote on each matter submitted for vote. Except as otherwise expressly provided in this Agreement, the unanimous vote of the Members shall be required to constitute the act or approval of the Members.

(ii) For the purpose of determining the Members entitled to vote at any meeting of the Members or any adjournment thereof or to act by written consent pursuant to Subsection (v) of this Section 7(b), the Secretary or the Member requesting such meeting or consent may fix, in advance, a date as the record date for any such determination. Such date shall not be more than 30 days nor less than ten days before any such meeting or the date of request for such consent. If no such record date is so fixed, the date of the meeting or the date of request for consent, as the case may be, shall be the record date.

(iii) Each Member may authorize any Person to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

(iv) Each meeting of Members shall be conducted by the Member requesting such meeting or by such other person that the Member requesting such meeting may designate. If no person is so designated, the President shall conduct the meeting.

(v) The Members may take any action contemplated under this Agreement as approved by the unanimous written consent of the Members.

8. Officers. (a) The Members may from time to time appoint persons to serve as officers of the Company, including a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers and a Controller and to exercise such authority as is provided below. Any number of offices may be held by the same person. Each officer shall serve until the first to occur of the appointment by the Members of his or her successor or his or her death, resignation or removal from office by the Members. The authority of the officers shall not be exclusive of, and shall be subject to, the authority of the Members.

(b)           (i) Powers and Duties of the President. Unless otherwise determined by the Members, the President shall be the chief executive and operating officer of the Company and shall have the usual duties of an executive officer with general supervision over and direction of the business, property and affairs of the Company and its several officers. In the exercise of these duties and subject to the limitations of the laws of the State of Delaware, this Agreement, and the actions of the Members, he or she may appoint, suspend and discharge employees and agents. He or she shall also do and perform such other duties as from time to time may be assigned to him or her by

4

the Members. Unless otherwise determined by the Members, the President shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of the stockholders of any corporation in which the Company may hold stock, and, at any such meetings, shall possess and may exercise any and all the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Company might have possessed and exercised.

(ii) Powers and Duties of the Secretary. Unless otherwise determined by the Members, the Secretary shall record all proceedings of the meetings of the Members and all committees thereof, in books to be kept for that purpose, and shall attend to the giving and serving of all notices for the Company. He or she shall have charge of the corporate seal, the Company’s membership and Member Percentage Interest (as defined below) records, and such other books and papers as the Members may direct. He or she shall perform all other duties ordinarily incident to the office of the Secretary and shall have such other powers and perform such other duties as may, from time to time, be assigned to him or her by the Members.

(iii) Powers and Duties of the Treasurer. Unless otherwise determined by the Members, the Treasurer shall have charge of all the funds and securities of the Company which may come into his or her hands. When necessary or proper; unless otherwise ordered by the Members, he or she shall endorse for collection on behalf of the Company checks, notes and other obligations, and shall deposit the same to the credit of the Company in such banks or depositories as the Members may designate and shall sign all receipts and vouchers for payment made to the Company. He or she shall sign all checks made by the Company except when the Members shall otherwise direct. He or she shall enter regularly, in books of the Company to be kept by him or her for the purpose, full and accurate account of all monies received and paid by him or her on account of the Company. Whenever required by the Members, he or she shall render a statement of the financial condition of the Company. He or she shall at all reasonable times exhibit his or her books and accounts to any Member, upon application at the office of the Company during business hours. He or she shall have such other powers and shall perform such other duties as may be assigned to him or her from time to time by the Members. He or she shall give such bond for the faithful performance of his or her duties as shall be required by the Members and any such bond shall remain in the custody of the President.

(iv) Powers and Duties of Vice Presidents and Assistant Officers. Unless otherwise determined by the Members, each Vice President and each assistant officer shall have the powers and perform the duties of his or her respective superior officer. Vice Presidents and assistant officers shall have such rank as shall be designated by the Members and each, in the order of rank, shall act for such superior officer in his or her absence, or upon his or her disability or when so directed by such superior officer or by the Members. Vice Presidents may be designated as having responsibility for a specific aspect of the Company’s affairs, in which event each such Vice President shall be

5

superior to the other Vice Presidents in relation to matters within his or her aspect. The President shall be the superior officer of the Vice Presidents. The Treasurer and the Secretary shall be the superior officers of the assistant treasurers and assistant secretaries respectively.

(v) Powers and Duties of the Controller. The Controller shall be the assistant financial officer of the Company. His or her duties shall be to aid the Treasurer of the Company, particularly in connection with, but not limited to, internal auditing practices and procedures, company accounts and accounting, operating procedures and format, standardization of corporate forms and procedures, monitoring corporate expenses. The Controller shall have such other powers and duties as may be assigned to him or her from time to time by the Members.

(c) The Members shall have the power to fill any vacancies in any office occurring from whatever reason. Any officer may resign at any time by submitting his or her written resignation to the Company. Such resignation shall take effect at the time of its receipt by the Company, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

9. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) January 1, 2062, (b) the written consent of the Members, (c) the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in the Company (other than the merger of CHEM-NUCLEAR SYSTEMS, INC. into the Company as provided in Section 10(b) below) unless the business of the Company is continued with the consent of all of the remaining Members within 90 days following the occurrence of such event, or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

10. Capital Contributions. (a) The Members have contributed the following amounts, in cash or other property, to the Company (the value of any contributed property being hereby agreed upon, together with any contributed cash, as the following amount), which amounts shall be the initial balances of the capital accounts of the Members:

CHEM-NUCLEAR SYSTEMS, Inc.	$	990
CNS Holdings, Inc.	$	10

(b) CNS Holdings, Inc. hereby agrees to contribute $3,475,900 to the Company in the form of the demand promissory note dated December 20, 1996 issued by Chemical Waste Management, Inc.. to CNS Holdings, Inc. in the original principal amount of $3,475,900. CHEM-NUCLEAR SYSTEMS, Inc. hereby agrees to contribute $344,114,134 to the Company by merging into the Company, such amount being the net book value of CHEM-NUCLEAR SYSTEMS, Inc. as agreed by the Members. Such contributions shall be made by December 31, 1996.

6

(c) The initial percentage interests (“Percentage Interests”) of the Members in the Company shall be as follows:

CHEM-NUCLEAR SYSTEMS, Inc.	99	%
CNS Holdings, Inc.	1	%

(d) A Member has no interest in specific Company property.

11. Additional Contributions. No Member is required to make any additional capital contribution to the Company.

12. Capital Accounts. The Company will establish a capital account for each Member and will maintain each account according to the following rules:

(a) The company will maintain the capital accounts in accordance with United States Department of the Treasury Regulation 1.704-1(b).

(b) If the Company liquidates itself or a Member’s Percentage Interest, the Company will make liquidating distributions in accordance with Section 15 hereof.

(c) No Member shall be liable to find any deficit in such Member’s capital account at any time; provided, however, that if a Member receives an adjustment, allocations or distribution described in United States Department of the Treasury Regulation 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and this adjustment results in a deficit capital account, items of income and gain will be allocated to that Member to eliminate the deficit balance in order to meeting the “qualified income offset” requirements of United States Department of the Treasury Regulation 1.704-1 (b)(2)(ii)(d).

13. Tax Matters. (a) The Members acknowledge that the Company will be treated as a “partnership” for federal and Delaware state tax purposes. All provisions of this Agreement shall be construed so as to preserve that tax status.

(b) CHEM-NUCLEAR SYSTEMS, Inc. or its successor shall act on behalf of the Company as the “tax matters partner” within the meaning of Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”). The tax matters partner designation may be changed by the unanimous vote of the Members.

(c) The tax matters partner of the Company shall cause all federal and state income tax returns and all other federal, state or local tax returns required to be filed by the Company to be prepared and filed on behalf of the Company on a timely basis.

(d) The tax matters partner of the Company shall cause the Company to make timely elections with respect to tax matters. Such elections shall include, but not be limited to, (i) an election to use the accrual method of accounting, (ii) an election to deduct R&D costs under Section 174(a) of the Code,

7

(iii) an organization fee amortization election under Section 709(b) of the Code, (iv) a Code Section 754 election if requested by a Member, and (v) any allocation method permitted under United States Department of the Treasury Proposed Regulation 1.704-1(c).

14. Allocation of Profits and Losses: Tax Allocations. (a) Except as provided in Section 12(c) above and Section 14(b) below, the Company’s profits and losses shall be allocated to the Members each calendar year according to their respective Percentage Interests.

(b) Income, gain, loss and deduction solely for federal income tax purposes shall be allocated to the Members in accordance with Section 704(c) of the Code to take into account any variation between the adjusted tax basis of any property and its initial contribution value.

15. Distributions. (a) Subject to Section (b) below, distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members based on the Members’ Percentage Interests.

(b) At the termination of the Company, and after the Company has satisfied or provided for the satisfaction of all the Company’s debts and other obligations, the Company’s assets will be distributed in cash or in kind (i) first, in discharge of the Members’ respective negative capital account balances, if any, and (ii) then, based on the Members Percentage Interests.

16. Assignments. A Member may not assign in whole or in part any interest in the Company.

17. Resignation and Expulsion. A Member may resign from the Company without the approval of the Members. A Member may not be expelled except for breach of this Agreement or as otherwise provided by the Act. If a Member resigns pursuant to this Section 17, and, following its resignation, there are less than two (2) remaining Members, an additional member shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company. In such event, the Company shall not dissolve if the business of the Company is continued without dissolution in accordance with Section 9 hereof. The Company may recover damages for breach of this Section 17 if any Member violates this Section 17 or for any resignation by a Member which results in dissolution of the Company and may offset the Company’s damages against any amount owed to a resigning Member for distributions.

18. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company upon the approval of the Members, provided, that upon the merger of CHEM-NUCLEAR SYSTEMS, INC. into the Company pursuant to Section 10(b) above, Chemical Waste Management, Inc. shall thereby become a member of the Company and for all purposes hereunder shall be treated as the holder of CHEM-NUCLEAR SYSTEMS, INC. 99% Membership in the Company.

8

19. Liability of Members and Officers. The Members and the officers of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act. A Member or officer shall not be personally liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Member or officer, except to the extent provided by applicable law (i) for any breach of the Member’s or the officer’s duty of loyalty to the Company or its Members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Member or officer derived an improper personal benefit. Each person who is or was a Member or officer of the Company, and each person who serves or served at the request of the Company as member, director or officer (or equivalent) of another enterprise, shall be indemnified by the Company to the fullest extent permitted under the Act as it may be in effect from time to time, except as to any action, suit or proceeding brought by or on behalf of such Member or officer of the Company without prior approval of the Members.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the 20th day of December 1996.

CHEM-NUCLEAR SYSTEMS, INC.
By:
	Vice President
CNS HOLDINGS, INC.
By:
	Vice President

9

EX-3.11

Exhibit 3.11

State of Tennessee Department of State

Corporate Filings

312 Eighth Avenue North

6th Floor, William R. Snodgrass Tower

Nashville, TN 37243

ARTICLES OF AMENDMENT

TO THE CHARTER

(For-Profit)

For Office Use Only

2011 JAN 21 AM 11:17

SECRETARY OF STATE

6819.2277

CORPORATE CONTROL NUMBER (IF KNOWN) 151504

PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OF THE TENNESSEE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS CHARTER:

1. PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS OF RECORD:

Duratek Services, Inc.

IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:

EnergySolutions Services, Inc.

2. PLEASE MARK THE BLOCK THAT APPLIES:

AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.

AMENDMENT IS TO BE EFFECTIVE, (MONTH, DAY, YEAR)

(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

3. PLEASE INSERT ANY CHANGES THAT APPLY:

A. PRINCIPAL ADDRESS: 423 W 300 S Suite 200

STREET ADDRESS

Salt Lake City UT 84101

CITY STATE/COUNTY ZIP CODE

B. REGISTERED AGENT: National Registered Agents, Inc

C. REGISTERED ADDRESS: 2300 Hillsboro Road Suite 305

STREET ADDRESS

Nashville TN 37212

CITY STATE ZIP CODE COUNTY

D. OTHER CHANGES:

4. THE CORPORATION IS FOR PROFIT.

5. THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:

by company resolution

6. THE AMENDMENT WAS DULY ADOPTED ON November 19, 2010 (MONTH, DAY, YEAR)

BY (Please mark the block that applies):

THE INCORPORATORS WITHOUT SHAREHOLDER ACTION, AS SUCH WAS NOT REQUIRED.

THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT REQUIRED.

THE SHAREHOLDERS.

Director, Chairman

SIGNER’S CAPACITY SIGNATURE

November 23,2010 Val Christensen

DATE NAME OF SIGNER (TYPED OR PRINTED)

SS-4421 (Rev. 10/01) Filing Fee: $20.00 RDA 1678

  SECRETARY OF STATE DIVISION OF BUSINESS SERVICES 312 Eighth Avenue North 6^th Floor, William R. Snodgrass Tower Nashville, TN 37243 RECEIVED STATE OF TENNESSEE   2008 NOV 20 PM 1:29   RILEY DARNELL SECRETARY OF STATE

  MASS CHANGE OF REGISTERED OFFICE (BY AGENT)   Pursuant to the provisions of Sections 48-15-102 and 48-25-108 of the Tennessee Business Corporation Act, Sections 48-55-102 and 48-65-108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:   1.      The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporated herein by reference.   2.      The street address of its current registered office of record is 1900 Church Street, Suite 400, Nashville, TN 37219.   3.      The name of the current registered agent is National Registered Agents, Inc.   4.      The street address (including county) of the new registered office is: 2300 Hillsboro Road, Suite 305, Nashville (Davidson County), TN 37212.   5.      After the change, the street addresses of the registered office and the business office of the registered agent will be identical.   6.      The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list have been notified of the change of address for the registered office.  

11/19/08	/s/ Robert K. Rowell
Signature Date	Signature of Registered Agent
	Robert K. Rowell
	Printed or Typed Name

0180215	0460115	0453815	0361266	0363614	0357999	0300858	0367148
0449352	0122976	0453832	0361351	0363888	0308931	0372725	0366292
0449397	0086721	0454465	0361514	0364019	0358021	0297655	0366352
0177900	0461981	0151504	0361602	0364283	0357427	0298837	0305341
0177066	0462041	0146314	0361653	0364373	0355912	0376121	0366522
0449473	0462070	0454097	0307094	0306874	0355159	0376136	0305175
0175686	0462113	0454142	0308686	0354088	0355261	0376250	0305129
0449043	0462309	0454334	0360674	0354897	0355317	0297689	0366622
0447907	0462487	0151122	0359422	0352929	0355375	0376282	0368301
0447555	0459891	0454401	0305448	0309639	0355392	0376284	0304785
0180722	0462579	0149486	0358411	0309592	0355548	0376065	0369854
0447620	0461751	0139855	0358444	0309404	0355657	0376574	0367202
0447643	0086495	0453929	0358547	0353390	0357256	0376040	0367487
0447678	0462793	0456986	0358606	0353408	0355849	0297632	0367591
0447700	0462860	0456521	0308482	0352834	0366135	0297578	0367722
0448524	0463053	0456573	0358762	0353776	0309318	0297358	0367723
0447820	0086354	0456809	0360205	0352289	0356099	0297097	0368009
0180082	0445165	0456858	0359194	0354105	0356183	0296929	0368115
0180712	0089422	0456892	0361785	0354516	0356570	0376654	0366850
0448173	0100636	0456902	0359605	0309371	0356637	0258229	0371532
0448224	0460344	0455214	0359809	0354613	0356645	0376511	0369830
0448273	0103522	0456934	0359836	0354692	0356646	0375631	0302851
0448323	0103347	0132439	0359870	0354710	0355719	0374828	0302692
0448394	0460413	0456990	0359951	0358169	0374237	0374883	0302679
0453604	0460745	0456992	0360046	0353538	0298819	0374926	0302617
0447787	0461015	0457140	0360111	0351471	0300264	0374942	0302535
0103525	0461970	0457270	0358947	0310523	0299987	0375038	0371232
0459195	0461124	0457420	0365433	0310237	0373981	0375082	0371193
0111233	0461911	0129995	0361723	0350902	0299569	0375208	0371330
0459365	0100460	0456933	0365195	0351152	0374019	0376095	0371029
0459398	0095944	0455695	0365201	0309999	0374020	0375500	0371717
0459412	0461389	0455381	0365217	0309859	0373846	0302260	0371790
0108179	0461396	0138786	0365231	0351416	0374101	0375635	0371857
0459996	0461452	0137963	0306219	0352908	0373845	0298095	0302261
0459695	0461561	0455601	0365241	0351461	0374293	0297921	0371932
0458899	0457496	0135570	0364543	0355008	0374460	0375862	0371980
0459773	0461123	0455605	0365383	0351482	0374531	0375901	0371981
0459790	0455057	0131765	0364525	0351610	0374543	0297823	0302450
0459791	0454735	0455674	0365503	0351677	0299150	0375904	0370531
0459825	0145152	0456378	0365508	0351784	0374739	0375495	0369874
0459861	0454740	0455916	0365712	0351823	0302208	0369098	0369889
0457536	0144030	0455917	0305572	0352024	0374046	0369840	0303625
0459553	0454858	0455918	0365874	0352287	0301298	0304309	0303561
0118611	0454926	0456006	0365906	0351422	0366023	0368637	0303343
0453429	0455217	0456066	0376771	0357740	0372261	0304193	0370155
0128817	0455050	0456294	0365259	0354752	0301938	0368841	0303130
0457751	0146846	0463122	0362839	0357260	0301449	0303945	0303075
0457761	0455089	0455620	0361789	0357361	0372508	0303807	0370452
0124307	0455094	0307427	0307092	0357374	0372510	0368300	0350801
0123488	0455095	0307093	0362215	0357382	0372543	0369000	0303088
0459182	0455108	0308256	0362272	0357384	0300760	0368148	0370670
0121025	0140186	0360409	0362299	0309106	0372743	0369191	0370690
0459095	0457704	0360411	0362312	0356777	0374790	0369216	0370720
0118309	0142829	0360512	0362390	0357730	0372789	0369462	0370811
0458221	0454058	0308177	0364707	0356713	0372927	0369569	0370832
0116412	0453605	0360642	0362706	0357748	0373013	0369655	0370898
0114175	0155731	0360138	0308688	0308998	0373256	0369685	0370385
0458401	0153956	0308044	0362987	0308980	0373484	0372248	0331468
0458804	0153954	0360112	0363111	0357869	0373592	0303655	0332079

Attachment to Mass Change of Registered Office for National Registered Agents, Inc., page 6 of 1 pages

CORPORATION ANNUAL REPORT

Annual Report Filing Fee Due:

$20, if no changes are made in block #6 to the registered agent/office, or

$40, if any changes are made in block #6 to the registered agent/office.

TENNESSEE SECRETARY OF STATE

Attn: Annual Report

312 Eigth Ave. N. 6th Floor

William R. Snodgrass Tower

Nashville, TN 37243

CURRENT FISCAL YEAR CLOSING MONTH: DECEMBER

THIS REPORT IS DUE ON OR BEFORE: 04/01/2008

(1) SECRETARY OF STATE CONTROL NUMBER: 0151504

(2A) NAME AND MAILING ADDRESS OF RECORD:

(2B) STATE OR COUNTRY OF INCORPORATION:

TENNESSEE 6308.2243

DURATEK SERVICES, INC.

423 WEST 300 SOUTH

SUITE 200

SALT LAKE CITY, UT, 84101

(2C) ADD OR CHANGE MAILING ADDRESS:

(3) A. PRINCIPAL ADDRESS OF RECORD: 423 WEST 300 SOUTH, STE 200 , SALT LAKW CITY, UT 84101-0000

B. CHANGE OF PRINCIPAL ADDRESS: SEE CHANGES BELOW

Street 423 WEST 300 SOUTH, STE 200 City SALT LAKE CITY State UT Zip Code +4 84101-0000

(4) NAME AND BUSINESS ADDRESS INCLUDING ZIP CODE OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS

Title Name Business Address City, State Zip Code +4

PRESIDENT R STEVE CREAMER 423 WEST 300 SOUTH, STE. 200 SALT LAKE CITY, UT 84101

SECRETARY VAL J. CHRISTENSEN 423 WEST 300 SOUTH, STE. 200 SALT LAKE CITY, UT 84101

(5) BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE.)

NONE, OR LISTED BELOW

Name Business Address City, State , Zip Code +4

R STEVE CREAMER 423 WEST 300 SOUTH, STE. 200 SALT LAKE CITY, UT 84101

VAL J. CHRISTENSEN 423 WEST 300 SOUTH, STE. 200 SALT LAKE CITY, UT 84101

PHILIP O. STRAWBRIDGE 423 WEST 300 SOUTH, STE. 200 SALT LAKE CITY, UT 84101

(6) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS: NATIONAL REGISTERED AGENTS, INC.

B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS: 1900 CHURCH STREET, SUITE 400, NASHVILLE, TN 37203-0000

C. INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE

(i.) CHANGE OF REGISTERED AGENT:

(ii.) CHANGE OF REGISTERED OFFICE:

(County)

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED: N/A

B. TENNESSEE RELIGIOUS CORPORATION: N/A

(8) SIGNATURE ELECTRONIC (9) DATE: 5/7/2008

(10) TYPE PRINT NAME OF SIGNER SUZANNE ALLEN (11) TITLE OF FILER: ASSISTANT SECRETARY

FILED, Riley Darnell, Tennessee Secretary Of State, 05/07/2008 14:50:29

CONFIRMATION NUMBER: 1000042252

CORPORATION ANNUAL REPORT

Annual Report Filing Fee Due:

$20, if no changes are made in block #6 to the registered agent/office, or

$40, if any changes are made in block #6 to the registered agent/office.

Please return completed form to:

TENNESSEE SECRETARY OF STATE

Attn: Annual Report

312 Eigth Avenue N. 6th Floor

William R. Snodgrass Tower

Nashville, TN 37243

CURRENT FISCAL YEAR CLOSING MONTH: 12

THIS REPORT IS DUE ON OR BEFORE: 04/01/07

(1) SECRETARY OF STATE CONTROL Number: 0151504

(2A.) NAME AND MAILING ADDRESS OF CORPORATION

DURATEK SERVICES, INC.

10100 OLD COLUMBIA ROAD

COLUMBIA, MD 21046

D 02/05/1985 FOR PROFIT

(2B.) STATE OR COUNTRY OF INCORPORATION

TENNESSEE

(2C.) ADD OR CHANGE MAILING ADDRESS:

423 we. 300 SO Ste # 200

SLC, Ut 84101

6112.2152

(3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE:

1790 DOCK STREET, MEMPHIS, TN 38106

B. CHANGE OF PRINCIPAL ADDRESS:

STREET CITY STATE ZIP CODE + 4

423 West 300 South, SUITE 200 Salt Lake City Utah 84101

(4) NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS.

(ATTACH ADDITIONAL SHEET IF NECESSARY.)

Title Name Business Address City, State, Zip Code + 4

RECEIVED STATE OF TENNESSEE 2007 AUG 20 AM 9:53 RILEY DARNELL SECRETARY OF STATE

President See attached

Secretary

(5) BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE) (ATTACH ADDITIONAL SHEET IF NECESSARY.)

SAME AS ABOVE, NONE, OR LISTED BELOW:

Name Business Address City, State, Zip Code + 4

(6) A NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:

NATIONAL REGISTERED AGENTS, INC.

B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:

1900 CHURCH STREET, SUITE 400, NASHVILLE, TN 37203

C. INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE.

(i.) CHANGE OF REGISTERED AGENT:

(ii.) CHANGE OF REGISTERED OFFICE (Street Address):

(City) (State) TN (Zip Code + 4) (County)

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED:

IF BLANK OR INCORRECT, PLEASE CHECK APPROPRIATE BOX:

PUBLIC MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION. PLEASE CHECK BOX IF BLANK RELIGIOUS

(8) SIGNATURE (9) DATE 7/13/2007

(10) TYPE/PRINT NAME SIGNER (11) TITLE OF SIGNER

R Steve Creamer President / CEO

** THIS REPORT MUST BE DATED AND SIGNED **

INSTRUCTIONS

Exhibit A

DURATEK SERVICES, INC.

(A Tennessee Corporation)

Directors
Lance L. Hirt	Director
R Steve Creamer	Director
Officers
R Steve Creamer	President & CEO
Jean I. “Chip” Everest II	Senior Vice President, CFO and
	Assistant Treasurer
Val J. Christensen	Senior Vice President, General Counsel and Secretary
Michael F. Johnson	Senior Vice President
William M. Bambarger, Jr.	Vice President and Controller
Marshall Erb	Vice President and Treasurer
Michael W. Sitsch	Vice President
Hisham Shamkhani	Vice President
Mark H. Kirshe	Vice President
Troy L. Eshleman	Vice President
Alfred N. Johnson	Vice President
William A. Didgeon	Vice President
Mark H. Clements	Vice President
Bradley W. Bowan	Vice President
Assef Azadeh	Vice President
Suzanne A. Rose	Assistant Secretary

State of Tennessee

Department of State

Corporate Filings

312 Eighth Avenue North

6th Floor, William R. Snodgrass Tower

Nashville, TN 37243

CHANGE OF REGISTERED

AGENT/OFFICE

(BY CORPORATION)

For Office Use Only

RECEIVED

DEPARTMENT OF STATE

2006 SEP 25 PM:

RILEY DARNELL

SECRETARY OF STATE

Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

1. The name of the corporation is DURATEK SERVICES, INC.

2. The street address of its current registered office is 800 S. Gay Street, Suite 2021, Knoxville, TN 37929-9710

3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and the country in which the office is located is 1900 Church Street, Suite 400 Nashville, TN 37203, Country of Davidson

4. The name of the current registered agent is CT Corporation System

5. If the current registered agent is to be changed, the name of the new registered agent is National Registered Agents, Inc.

6. After the change(s), the street addresses of the registered office and the business office of the registered agent will be identical.

9/15/2006

DURATEK SERVICES, INC.

Signature Date

Name of Corporation

Assistant Secretary

Signer’s Capacity

Signature

Paul J. Hagan

Name (typed or printed)

SS-4427 (Rev. 6/00)

RDA 1678

State of Tennessee

Department of State

Corporate Filings

312 Eighth Avenue North

6th Floor, William R. Snodgrass Tower

Nashville, TN 37243

ARTICLES OF AMENDMENT

TO THE CHARTER

(For-Profit)

For Office Use Only

2006 JUL - 6 AM 9:28

RILEY DARNELL

SECRETARY OF STATE

CORPORATE CONTROL NUMBER (IF KNOWN) 0151504

PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OF THE TENNESSEE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS CHARTER:

1. PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS OF RECORD:

DURATEK SERVICES, INC.

IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:

2. PLEASE MARK THE BLOCK THAT APPLIES:

AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.

AMENDMENT IS TO BE EFFECTIVE, (MONTH, DAY, YEAR)

(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

3. PLEASE INSERT ANY CHANGES THAT APPLY:

A. PRINCIPAL ADDRESS: 1790 DOCK STREET

STREET ADDRESS

MEMPHIS TN 38106

CITY STATE/COUNTY ZIP CODE

B. REGISTERED AGENT:

C. REGISTERED ADDRESS:

STREET ADDRESS

TN

CITY STATE ZIPCODE COUNTY

D. OTHER CHANGES:

4. THE CORPORATION IS FOR PROFIT.

5. THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY EXCHANGE, RECLASSIFICATION, OR CANCELLATION IS ISSUED SHARES IS AS FOLLOWS:

6. THE AMENDMENT WAS DULY ADOPTED ON JUNE 23, 2006 (MONTH, DAY, YEAR) BY (Please mark the block that applies):

THE INCORPORATORS WITHOUT SHAREHOLDER ACTION, AS SUCH WAS NOT REQUIRED.

THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT REQUIRED.

THE SHAREHOLDERS.

Vice President

SIGNER’S CAPACITY

SIGNATURE

6/23/06

DATE

NAME OF SIGNER (TYPED OR PRINTED)

SS-4421 (Rev. 10/01) Filing Fee: $20.00 RDA 1678

SECRETARY OF STATE DIVISION OF BUSINESS SERVICES 312 Eighth Avenue North 6^th Floor, William R. Snodgrass Tower Nashville, TN 37243 RECEIVED STATE OF TENNESSEE   2004 SEP 27 AM 8:00   RILEY DARNELL SECRETARY OF STATE

MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-108 of the Tennessee Business Corporation Act, Sections 48-55-102 and 48-65-108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:

1. The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporated herein by reference.

2. The street address of its current registered office of record is 530 Gay Street, Knoxville, TN 37902.

3. The name of the current registered agent is C T CORPORATION SYSTEM.

4. The street address (including county) of the new registered office is:

                        800 S. Gay Street, Suite 2021, Knoxville, TN 37929-9710 (Knox)

5. After the change, the street addresses of the registered office and the business office of the registered agent will be identical.

6. The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list, and which are companies active on the records of C T Corporation System, have been notified of the change of address for the registered office.

7. The change submitted for the business entities for which C T Corporation System does not provide active statutory representation services is filed for the State administrative purposes using information provided by the State. C T Corporation System disclaims knowledge of, and responsibility for, any companies for which C T Corporation System does not provide, active services.

9/24/04	/s/ Kenneth J. Uva
Signature Date	Signature of Registered Agent
	Kenneth J. Uva, Vice President
	Printed or Typed Name

0139039	0142315	0144970	0148120	0151562	0155477	0158740	0162081
0139064	0142367	0145196	0148253	0151773	0155480	0158874	0162095
0139125	0142531	0145198	0148285	0151819	0155519	0158883	0162147
0139231	0142645	0145201	0148399	0151822	0155707	0158956	0162232
0139232	0142653	0145380	0148401	0152114	0155710	0158987	0162264
0139272	0142664	0145381	0148412	0152127	0155731	0159005	0162443
0139419	0142761	0145383	0148440	0152172	0155920	0159071	0162446
0139511	0142789	0145384	0148450	0152201	0156015	0159072	0162655
0139513	0142819	0145534	0148566	0152203	0156029	0159074	0163044
0139521	0142820	0145544	0148570	0152264	0156065	0159124	0163047
0139522	0142823	0145702	0148757	0152402	0156245	0159161	0163108
0139610	0142829	0145707	0148761	0152419	0156367	0159162	0163118
0139675	0142924	0145796	0148845	0152475	0156378	0159163	0163120
0139685	0143062	0145820	0148897	0152480	0156379	0159166	0163216
0139765	0143066	0145909	0148918	0152482	0156574	0159253	0163327
0139775	0143068	0146003	0148980	0152527	0156615	0159258	0163329
0139852	0143089	0146027	0149165	0152529	0156657	0159419	0163331
0139903	0143091	0146042	0149260	0152535	0156734	0159509	0163427
0139906	0143165	0146308	0149266	0152536	0156780	0159562	0163674
0140023	0143249	0146316	0149285	0152537	0156781	0159629	0163827
0140052	0143295	0146324	0149362	0152769	0156786	0159685	0163829
0140189	0143312	0146333	0149379	0152773	0156850	0159692	0163832
0140200	0143313	0146339	0149402	0153013	0156855	0159704	0163834
0140205	0143318	0146345	0149480	0153150	0156949	0159707	0163840
0140219	0143473	0146358	0149526	0153251	0157008	0159871	0163942
0140227	0143475	0146363	0149555	0153332	0157084	0159890	0163994
0140228	0143497	[Illegible]	0149562	0153369	0157161	0159913	0163995
0140259	0143650	0146496	0149652	0153375	0157178	0159923	0163996
0140530	0143651	0146499	0140806	0153406	[Illegible]	0160186	0164034
0140531	0143654	0146656	0149826	0153521	0157194	0160276	0164059
0140577	0143659	0146661	0149923	0153534	0157281	0160281	0164064
0140581	0143662	0146667	0150037	0153537	0157316	0160320	0164067
0140583	0143685	0146685	0150199	0153647	0157320	0160547	0164117
0140591	0143706	0146686	0150243	0153761	0157342	0160634	0164157
0140598	0143707	0146706	0150308	0153771	0157347	0160644	0164244
0140637	0143711	0146741	0150487	0133951	0157349	0160681	0164325
0140681	0143712	0146742	0150599	0153956	0157474	0160683	0164623
0140691	0143714	0146761	0150644	0154002	0157539	0160881	0164744
0140706	0143862	0146773	0150681	0154248	0157570	0160892	0164762
0140823	0143863	0146912	0150683	0154349	0157653	0160938	0164931
0140854	0143865	0146924	0150690	0154409	0157669	0160996	0164936
0140861	0143881	0147042	0150765	0154550	0157679	0160998	0164940
0141035	0143894	0147075	0150772	0154552	0157758	0161004	0165944
0141048	0143973	0147270	0150822	0154618	0157762	0161142	0165045
0141063	0144194	0147391	0151122	0154647	0157783	0161144	0165048
0141078	0144195	0147406	0151154	0154780	0157791	0161146	0165051
0141328	0144196	0147567	0151280	0154806	0157793	0161229	0165146
0141402	0144217	0147584	0151283	0154816	0157826	0161305	0165147
0141403	0144512	0147680	0151285	0154824	0157920	0161367	0165226
0141413	0144593	0147763	0151376	0155005	0157925	0161370	0165316
0141605	0144595	0147765	0151377	0155008	0157933	0161410	0165319
0141607	0144597	0147775	0161379	0155015	0158133	0161535	0165324
0141615	0144599	0147894	0151411	0155151	0158144	0161613	0165328
0141629	0144602	0147964	0151413	0155228	0158205	0161756	0165331
0141768	0144672	0147974	0151447	0155229	0158259	0161801	0165361
0141987	0144824	0147976	0151504	0155232	0158411	0161827	0165443
0141996	0144842	0148002	0151509	0155237	0158418	0161893	0165485
0142185	0144843	0148005	0151514	0155294	0158492	0161932	0165490
0142245	0144918	0148118	0151522	0155401	0158671	0162036	0165491

Attachment to Mass Change of Registered Office for C T CORPORATION SYSTEM, page 6 of 48 pages

CORPORATION ANNUAL REPORT

Annual Report Filing Fee Due:

$20, If no changes are made in block #6 to the registered agent/office,

$40, If any changes are made in block #6 to the registered agent/office

Please return completed form to:

TENNESSEE SECRETARY OF STATE

Attn: Annual Report

312 Eighth Ave. N. 6th Floor

William R. Snodgrass Tower

Nashville, TN. 37243

CURRENT FISCAL YEAR CLOSING MONTH: 12

CORRECT MONTH IS

IF DIFFERENT,

THIS REPORT IS DUE ON OR BEFORE 04/01/03

(1) SECRETARY OF STATE CONTROL NUMBER: 0151504

(2A) NAME AND MAILING ADDRESS OF CORPORATION:

(2B) STATE OR COUNTRY OF INCORPORATION:

TENNESSEE

DURATEK SERVICES, INC.

10100

OLD COLUMBIA ROAD

COLUMBIA, MD 21046

D 02/05/1985 FOR PROFIT

(2C) ADD OR CHANGE MAILING ADDRESS:

Duratek

10100 Old Columbia Road

Columbia, MD 21046

(3) A PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE:

1560 BEAR CREEK RD., P.O. BOX 2530, OAK RIDGE, TN 37830

B. CHANGE OF PRINCIPAL ADDRESS:

STREET

CITY

STATE

ZIP CODE + 4

(4) NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS.

{ATTACH ADDITIONAL SHEET IF NECESSARY}

TITLE

NAME

BUSINESS ADDRESS

CITY, STATE, ZIP CODE + 4

PRESIDENT

Robert Prince

10100 Old Columbia Rd.

Columbia, MD 21046

SECRETARY

Diane Brown

10100 Old Columbia Rd.

Columbia, MD 21046

Treasurer

Craig Bartlett

10100 Old Columbia Rd.

Columbia, MD 21046

(5) BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE). (ATTACH ADDITIONAL SHEET IF NECESSARY.) SAME AS ABOVE NONE

OR LISTED BELOW:

NAME

BUSINESS ADDRESS

CITY, STATE, ZIP CODE + 4

Robert Prince

10100 Old Columbia Rd.

Columbia, MD 21046

Robert Shawer

10100 Old Columbia Rd.

Columbia, MD 21046

(6) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:

C T CORPORATION SYSTEM

B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:

530 GAY STREET, KNOXVILLE, TN 37902

C. INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE

(I) CHANGE OF REGISTERED AGENT:

(II) CHANGE OF REGISTERED OFFICE:

STREET

CITY

STATE

ZIP CODE + 4

COUNTY

TN

RECEIVED

STATE OF TENNESSEE

03 MAR 11 AM 9:00

SECRETARY OF STATE

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED: IF BLANK OR INCORRECT, PLEASE CHECK APPROPRIATE BOX:

PUBLIC

MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX IF BLANK.

RELIGIOUS

(8) SIGNATURE

(9) DATE

2/27/2003

(10) TYPE PRINT NAME OF SIGNER: Craig T. Bartlett

(11) TITLE OF SIGNER Treasurer

* * THIS REPORT MUST BE DATED AND SIGNED * *

CONTINUED ON BACK

4402 0399
RECEIVED STATE OF TENNESSEE 02 JAN 25 AM 11:49 RILEY DARNELL SECRETARY OF STATE	ARTICLES OF AMENDMENT TO THE CHARTER OF DURATEK RADWASTE PROCESSING, INC.

In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, Duratek Radwaste Processing, Inc., a corporation organized and existing under the laws of the State of Tennessee (the “Corporation”) adopts the following Articles of Amendment (the “Articles of Amendment”) to its Charter (the “Charter”):

FIRST: The name of the Corporation is Duratek Radwaste Processing, Inc.

SECOND: Section 1 of the Charter is hereby amended to read in its entirety as follows:

“1. The name of the corporation is Duratek Services, Inc.”

THIRD: These Articles of Amendment were duly approved and adopted by the Board of Directors on December 28, 2001, and by the sole shareholder of the Corporation on December 28, 2001.

FOURTH: These Articles of Amendment will be effective when filed with the Secretary of State.

4402 0400

IN WITNESS WHEREOF, Duratek Radwaste Processing, Inc. has caused these Articles of Amendment to the Charter to be signed by Robert F. Shawver, its Executive Vice President and Chief Financial Officer, and attested by Craig T. Bartlett, its Assistant Secretary, this 31^st day of December 2001.

ATTEST
/s/ Craig T. Bartlett	By:	/s/ Robert F. Shawver
Craig T. Bartlett		Robert F. Shawver
Assistant Secretary		Executive Vice President and Chief Financial Officer

ARTICLES OF MERGER

OF

DURATEK MEMPHIS, INC., A DELAWARE CORPORATION

DURATEK ENGINEERING GROUP, INC, A DELAWARE CORPORATION,

DURATEK MEMPHIS GROUP, L.L.C., A DELAWARE LIMITED LIABILITY

COMPANY,

AND

DURATEK FIELD SERVICES, INC., A MARYLAND CORPORATION,

WITH AND INTO

DURATEK RADWASTE PROCESSING, INC., A TENNESSEE

CORPORATION

Pursuant to the provisions of the Tennessee Business Corporation Act, the undersigned business entities hereby execute the following articles of merger:

FIRST: The names of the corporations and limited liability company planning to merge are Duratek Memphis. Inc., a Delaware corporation, Duratek Engineering Group. Inc., a Delaware corporation, Duratek Memphis Group. L.L.C., a Delaware limited liability company. Duratek Field Services. Inc., a Maryland corporation, and Duratek Radwaste Processing. Inc., a Tennessee corporation. The name of the surviving corporation into which each of Duratek Memphis. Inc. Duratek Engineering Group. Inc., Duratek Memphis Group, L.L.C. and Duratek Field Services. Inc. plan to merge is Duratek Radwaste Processing, Inc.

SECOND: Attached hereto as Exhibit A and made a part hereof is the Agreement and Plan of Merger for merging Duratek Memphis, Inc., Duratek Engineering Group, Inc., Duratek Memphis Group. L.L.C. and Duratek Field Services, Inc. with and into Duratek Radwaste Processing, Inc. as adopted by the unanimous written consent of the Board of Directors of each of the respective corporations and the sole member of the limited liability company on December 28, 2001.

THIRD: The shareholders entitled to vote thereon of Duratek Radwaste Processing. Inc. approved and duly adopted the Agreement and plan of Merger by the unanimous written consent of all shareholders on December 28, 2001.

FOURTH: The Agreement and Plan of Merger was duly authorized by all actions required by the laws under which each of Duratek Memphis, Inc., Duratek Engineering Group. Inc., Duratek Memphis Group. L.L.C. and Duratek Field Services, Inc. were formed or organized and in accordance with the provisions of each of their respective charters and limited liability company agreement.

FIFTH: This effective time of the merger is 11.59 p.m. on December 31, 2001.

IN WITNESS WHEREOF, each of the parties hereto has caused this Articles of Merger to be executed on its behalf by its officer duly authorized, this 28^th day of December, 2001.

DURATEK MEMPHIS, INC., a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
DURATEK ENGINEERING GROUP, INC., a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
DURATEK FIELD SERVICES, INC. a Maryland corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
DURATEK RADWASTE PROCESSING, INC., a Tennessee corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer

4378 1212

Duratek Memphis Group, L.L.C.
By: Duratek, Inc., its sole member
By	/s/ Craig T. Bartlett
Name:	Craig T. Bartlett
Title:	Treasurer

Exhibit A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2001 (this “Agreement”), is entered into between Duratek Memphis, Inc., a Delaware corporation (“Duratek Memphis”), Duratek Engineering Group, Inc., a Delaware corporation (“Duratek Engineering”), Duratek Memphis Group, L.L.C., a Delaware limited liability company (“Duratek Memphis Group”). Duratek Field Services, Inc., a Maryland corporation (“Duratek Field Services”) and Duratek Radwaste Processing, Inc., a Tennessee corporation (“Duratek Radwaste Processing”).

RECITALS

Each of Durctck Memphis, Duratek Engineering, Duratek Memphis Group, Duratek Field Services and Duratek Radwaste Processing is a wholly owned subsidiary of Duratek. Inc., a Delaware Corporation (“Duratek”). The Boards of Directors of Duratek Memphis, Duratek Engineering, Duratek Field Services and Duratek Radwaste Processing and the sole member of Duratek Memphis Group believe that it is in the best interests of each of the respective corporations and their respective stockholders and the limited liability company and its sole member that Duratek Memphis. Duratek Engineering. Duratek Memphis Group and Duratek Field Services merge with and into Duratek Radwaste Processing under and pursuant to the provisions of this Agreement, the Tennessee Business Corporation Act. as amended (“Tennessee Act”), the Maryland General Corporations Law, as amended (“Maryland Act”), the Delaware Limited Liability Company Act, as amended (“DLLCA”) and the General Corporation Law of the State of Delaware (“DGCL”), as amended.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Merger. Upon the terms and subject to the conditions set forth in this Agreement; Duratek Memphis, Duratek Engineering, Duratek Memphis Group and Duratek Field Services shall be merged with and into Duratek Radwaste Processing (the “Merger”). The Merger shall be consummated by filing with (a) the Secretary of State of the State of Tennessee properly executed articles of merger in such form as is required by the relevant provisions of the Tennessee Act, together with such other documents as may be required by the Tennessee Act, (b) the State Department of Assessments and Taxation of the State of Maryland properly executed articles of merger in such form as is required by the relevant provisions of the Maryland Act, together with such other documents as may be required by the Maryland Act for Duratek Field Services and (c) the Delaware Secretary of State a properly executed certificate of merger in such form as is required by the relevant provisions of the DLLCA and DGCL (the “Certificate of Merger”), together with such other documents as may be required by the DLLCA and DGCL for each of Duratek Memphis, Duratek Memphis Group and Duratek Engineering, The Merger shall

become effective at 11 :59 p.m. on December 31, 2001 (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

2. Effects of Merger. The Merger shall have the effects set forth in this Agreement Section 48-21-108 of the Tennessee Act, Section 3-114 of the Maryland Act, Section 18-209 of the DLLCA and Section 259 of the DGCL.

3. Surviving Corporation. Following the Effective Time, the separate business entity existence of Duratek Memphis, Duratek Engineering. Duratek Memphis Group and Duratek Field Services (the “Merging Entities”) shall cease and Duratek Radwaste Processing shall be the surviving corporation (the “Surviving Corporation”) in the Merger and shall succeed to and assume the rights and obligations of each of the Merging Entities in accordance with applicable law.

4. Certificate of Incorporation. At the Effective Time, the Charter of Duratek Radwaste Processing shall be the Charter of the Surviving Corporation until thereafter amended in accordance with applicable law.

5. Bylaws. The Bylaws of Duratek Radwaste Processing as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.

6. Board of Directors and Officers. The directors of Duratek Radwaste Processing immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Effective Time, and such persons shall serve as directors until their respective successors are duly elected or appointed and qualified in the manner provided in the Charter and Bylaws of the Surviving Corporation, or as otherwise provided by law. The officers of Duratek Radwaste Processing immediately prior to the Effective Time shall be the officers of the Surviving Corporation following the Effective Time, and such persons shall serve in such offices until their respective successors are duty elected or appointed and qualified in the manner provided in the Charter and Bylaws of the Surviving Corporation, or as otherwise provided by law.

7. Cancellation of the Merging Entities Outstanding Capital Stock. Each of the Merging Entities and the Surviving Corporation is a wholly-owned subsidiary of Duratek and each share of common stock or membership interest of each of the Merging Entities issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any further action, be cancelled.

8. Assumption of Merging Entity’s Privileges, Assets and Liabilities by Surviving Corporation. (i) From and after the effective time of the merger, all of the estate property, rights, privileges, powers and franchises of each of the Merging Entities shall become vested in and held by the Surviving Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by the Merging Entities, and the Surviving Corporation shall assume all of the obligations of each of the Merging Entities.

- 2 -

(ii) From and after the effective date of the merger, the assets and liabilities of the Surviving Corporation and of each of the Merging Entities shall be entered on the books of the Surviving Corporation at the amounts at which they shall be carried at such time on the respective books of the Surviving Corporation and each of the Merging Entities, subject to such inter-company adjustments or eliminations, if any, as may be required to give effect to the merger.

9. Termination; Amendment. This Agreement may be terminated and abandoned by action of the Boards of Directors of Duratek Memphis, Duratek Engineering, Duratek Field Services and Duratek Radwaste Processing or the Sole Member of Duratek Memphis Group at any time prior to the Effective Time, whether before or after approval by the stockholders of any or all of the parties hereto. The Boards of Directors or Members of the parties hereto may amend this Agreement at any time prior to the Effective Time; provided, that an amendment made subsequent to the approval of this Agreement by the stockholders of any of the parties hereto shall not (i) change the amount or kind of shares, securities, cash, property or rights to be received in exchange for or on conversion of all or any of the shares of the parties hereto or (ii) change any other terms or conditions of this Agreement if such change would adversely affect the holders of any capital stock of any party hereto.

10. Inspection of Agreement. Executed copies of this Agreement shall be on file at the principal place of business of Duratek Radwaste Processing at 10100 Old Columbia Road, Columbia, Maryland 21046. A copy of this Agreement shall be furnished by Duratek Radwaste Processing, upon request and without cost, to any stockholder or member of Duratek Memphis, Duratek Memphis Group, Duratek Engineering, Duratek Field Services and Duratek Radwaste Processing.

11. Service of Process. Service of process may be [illegible] to the Surviving Corporation at 10100 Old Columbia Road, Columbia, Maryland 21046.

12. Governing Law. This Agreement shall in all respects be construed, interpreted and enforced in accordance with and governed by the laws of the State of Tennessee without regard to its conflicts of laws principles or rules.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

- 3 -

DURATEK MEMPHIS GROUP, L.L.C. a Delaware limited liability company
By: Duratek, Inc., its sole member
By:	/s/ Craig T. Bartlett
Name:	Craig T. Bartlett
Title:	Treasurer

- 5 -

ARTICLES OF MERGER

OF

GTS DURATEK COLORADO, INC., A DELAWARE CORPORATION.

SEG NEVADA, INC, A DELAWARE CORPORATION, AND

SEG TRANSPORT LEASING CORPORATION, A DELAWARE

CORPORATION,

WITH AND INTO

DURATEK RADWASTE PROCESSING, INC. A TENNESSEE

CORPORATION

Pursuant to the provisions of the Tennessee Business Corporation Act. the undersigned corporations hereby execute the following articles of merger.

FIRST: The names of the corporations planning to merge are GTS Duratek Colorado, Inc., a Delaware corporation. SEG Nevada, Inc., a Delaware Corporation, SEG Transport Leasing Corporation, a Delaware corporation, and Duratek Radwaste Processing, Inc., a Tennessee corporation. The name of the surviving corporation into which each of GTS Duratek Colorado, Inc, SEG Nevada. Inc. and SEG Transport Leasing Corporation plan to [illegible] is Duratek Radwaste Processing, Inc.

SECOND: Attached hereto as Exhibit A and made a part hereof is the Agreement and Plan of Merger for merging GTS Duratek Colorado, Inc., SEG Nevada. Inc., and SEG Transport Leasing Corporation with and into Duratek Radwaste Processing, Inc. as adopted by the unanimous written consent of the Board of Directors of each of the respective corporations on December 28, 2001.

THIRD: The shareholders entitled to vote thereon of Duratek Radwaste Processing, Inc. approved and duly adopted the Agreement and Plan of Merger by the unanimous written consent of all shareholders on December 28, 2001.

FOURTH: The Agreement and Plan of Merger was duly authorized by all actions required by the laws under which each of GTS Duratek Colorado, Inc., SEG Nevada, lnc. and SEG Transport Leasing Corporation were organized and in accordance with the provisions of each of their respective charters.

FIFTH: The effective time of the merger shall be at 11.59 p.m. on December 31, 2001.

IN WITNESS WHEREOF, each of the parties hereto has caused this Articles of Merger to be executed on its behalf by its officer duly authorized, this 28^th day of December, 2001.

GTS DURATEK COLORADO, INC.,
a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
SEG NEVADA, INC., a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
SEG TRANSPORT LEASING CORPORATION a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
DURATEK RADWASTE PROCESSING, INC, a Tennessee corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer

Exhibit A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2001 (this “Agreement”), is entered into between GTS Duratek Colorado, Inc., a Delaware corporation (“GTS Duratek Colorado”), SEG Nevada, Inc., a Delaware corporation (“SEG Nevada”), and SEG Transport Leasing Corporation, a Delaware corporation (“SEG Transport Leasing”) and Duratek Radwaste Processing, Inc., a Tennessee corporation (“Duratek Radwaste Processing”).

RECITALS

A. Duratek Radwaste Processing owns all of the issued and outstanding capital stock of GTS Duratek Colorado.

B. Duratek Radwaste Processing owns all of the issued and outstanding capital stock of SEG Nevada.

C. Duratek Radwaste Processing owns all of the issued and outstanding capital stock of SEG Transport Leasing.

D. The Boards of Directors of GTS Duratek Colorado, SEG Nevada, and SEG Transport Leasing and Duratek Radwaste Processing believe that it is in the best interests of each of the respective corporations and their respective stockholders that GTS Duratek Colorado, SEG Nevada, SEG Transport Leasing merge with and into Duratek Radwaste Processing under and pursuant to the provisions of this Agreement, the Tennessee Business Corporation Act (“Tennessee Act”) and the General Corporation Law of the State of Delaware (“DGCL”), as amended.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Merger. Upon the terms and subject to the conditions set forth in this Agreement, GTS Colorado, SEG Nevada, and SEG Transport Leasing shall be merged with and into Duratek Radwaste Processing (the “Merger”). The Merger shall be consummated by filing with (a) the Secretary of State of the State of Tennessee properly executed articles of merger in such form as is required by the relevant provisions of the Tennessee Act, together with such other documents as may be required by the Tennessee Act, and (b) the Delaware Secretary of State a properly executed certificate of merger in such form as is required by the relevant provisions of the DGCL (the “Certificate of Merger”), together with such other documents as may be required by the DGCL for each of GTS Duratek Colorado, SEG Nevada and SEG Transport Leasing. The

Merger shall become effective at 11:59 p.m. on December 31, 2001 (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

2. Effects of Merger. The Merger shall have the effects set forth in this Agreement, Section 48- 21-108 of the Tennessee Act and Section 259 of the DGCL.

3. Surviving Corporation. Following the Effective Time, the separate corporate existence of GTS Duratek Colorado, SEG Nevada and SEG Transport Leasing (the “Merging Corporations”) shall cease and Duratek Radwaste Processing shall be the surviving corporation (the “Surviving Corporation”) in the Merger and shall succeed to and assume the rights and obligations of each of the Merging Corporations in accordance with applicable law.

4. Certificate of Incorporation. At the Effective Time, the Charter of Duratek Radwaste Processing shall be the Charter of the Surviving Corporation until thereafter amended in accordance with applicable law.

5. Bylaws. The Bylaws of Duratek Radwaste Processing as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.

6. Board of Directors and Officers. The directors of Duratek Radwaste Processing immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Effective Time, and such persons shall serve as directors until their respective successors are duly elected or appointed and qualified in the manner provided in the Charter and Bylaws of the Surviving Corporation, or as otherwise provided by law. The officers of Duratek Radwaste Processing immediately prior to the Effective Time shall be the officers of the Surviving Corporation following the Effective Time, and such persons shall serve in such offices until their respective successors are duly elected or appointed and qualified in the manner provided in the Charter and Bylaws of the Surviving Corporation, or as otherwise provided by law.

7. Cancellation of the Merging Corporation’s Outstanding Common Stock. Each of the Merging Corporations is a wholly-owned subsidiary of the Surviving Corporation and each share of common stock of each of the Merging Corporations issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any further action, be cancelled.

8. Assumption of Merging Corporation’s Privileges, Assets and Liabilities by Surviving Corporation. (i) From and after the effective time of the merger, all of the estate property, rights, privileges, powers and franchises of each of the Merging Corporations shall become vested in and held by the Surviving Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by the Merging Corporations, and the Surviving Corporation shall assume all of the obligations of each of the Merging Corporations.

- 2 -

(ii) From and after the effective date of the merger, the assets and liabilities of the Surviving Corporation and of each of the Merging Corporations shall be entered on the books of the Surviving Corporation at the amounts at which they shall be carried at such time on the respective books of the Surviving Corporation and each of the Merging Corporations, subject to such inter-company adjustments or eliminations, if any, as may be required to give effect to the merger.

9. Termination; Amendment. This Agreement may be terminated and abandoned by action of the Boards of Directors of GTS Duratek Colorado, SEG Nevada, SEG Transport Leasing and Duratek Radwaste Processing at any time prior to the Effective Time, whether before or after approval by the stockholders of any or all of the parties hereto. The Boards of Directors of the parties hereto may amend this Agreement at any time prior to the Effective Time; provided, that an amendment made subsequent to the approval of this Agreement by the stockholders of any of the parties hereto shall not (i) change the amount or kind of shares, securities, cash, property or rights to be received in exchange for or on conversion of all or any of the shares of the parties hereto or (ii) change any other terms or conditions of this Agreement if such change would adversely affect the holders of any capital stock of any party hereto.

10. Inspection of Agreement. Executed copies of this Agreement shall be on file at the principal place of business of Duratek Radwaste Processing at 10100 Old Columbia Road, Columbia, Maryland 21046. A copy of this Agreement shall be furnished by Duratek Radwaste Processing, upon request and without cost, to any stockholder of GTS Duratek Colorado, SEG Nevada, SEG Transport Leasing and Duratek Radwaste Processing.

11. Service of Process. Service of process may be mailed to the Surviving Corporation at 10100 Old Columbia Road, Columbia, Maryland 21046.

12. Governing Law. This Agreement shall in all respect [illegible] construed, interpreted and enforced in accordance with and governed by the laws of the State of Tennessee without regard to its conflicts of laws principles or rules.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

- 3 -

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement and Plan of Merger to be executed on its behalf by its officer duly authorized, all as of the date first above written.

GTS DURATEK COLORADO, INC., a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
SEG NEVADA, INC., a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
SEG TRANSPORT LEASING CORPORATION a Delaware corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer
DURATEK RADWASTE PROCESSING, INC., a Tennessee corporation
By:	/s/ Robert F. Shawver
Name:	Robert F. Shawver
Title:	Executive Vice President and Chief
Financial Officer

- 4 -

ARTICLES OF AMENDMENT

TO THE CHARTER OF

GTS DURATEK BEAR CREEK, INC.

In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, GTS Duratek Bear Creek, Inc., a corporation organized and existing under the laws of the State of Tennessee (the “Corporation”) adopts the following Articles of Amendment (the “Articles of Amendment”) to its Charter (the “Charter”):

FIRST: The name of the Corporation is GTS Duratek Bear Creek, Inc.

SECOND: Section 1 of the Charter is hereby amended to read in its entirety as follows:

“1. The name of the corporation is Duratek Radwaste Processing, Inc.”

THIRD: These Articles of Amendment were duly approved and adopted by the Board of Directors on January 17, 2001, and by the sole shareholder of the Corporation on January 17, 2001.

FOURTH: These Articles of Amendment will be effective when filed with the Secretary of State.

4093 0203

IN WITNESS WHEREOF, GTS Duratek Bear Creek, Inc. has caused these Articles of Amendment to the Charter to be signed by Robert F. Shawver, its Executive Vice President and Chief Financial Officer, and attested by Diane R. Brown, its Secretary, this 18^th day of January 2001.

ATTEST

/s/ Diane R. Brown	By:	/s/ Robert F. Shawver
Diane R. Brown		Robert F. Shawver
Secretary		Executive Vice President and
		Chief Financial Officer

CORPORATION ANNUAL REPORT

STATE OF TENNESSEE

SECRETARY OF STATE

SUITE 1800, JAMES K. POLK BUILDING

NASHVILLE, TN 37243-0306

AMOUNT DUE - $20.00

CURRENT FISCAL YEAR CLOSING MONTH: 12

CORRECT MONTH IS

IF [illegible]

THIS REPORT IS DUE ON OR BEFORE 04/01/98

(1) SECRETARY OF STATE CONTROL NUMBER: 0151504

OR FEDERAL EMPLOYER IDENTIFICATION NUMBER: 62-1234045

(2A.) NAME AND MAILING ADDRESS OF CORPORATION:

(2B.) STATE OR COUNTRY OF INCORPORATION:

TENNESSEE

GTS DURATEK BEAR CREEK, INC

1560 BEAR CREEK RD.

P.O. BOX 2530

OAK RIDGE, TN 37830

D 02/05/1985 FOR PROFIT

(2C.) ADD OR CHANGE MAILING ADDRESS:

10100 Old Columbia Road

Columbia, MD 21046

ATTN: Kathy Goldberg

(3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE:

1560 BEAR CREEK RD., P.O. BOX 2530, OAK RIDGE, TN 37830

B. CHANGE OF PRINCIPAL ADDRESS

STREET

CITY

STATE

ZIP CODE +4

** BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED **

(4) A. NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS

(ATTACH ADDITIONAL SHEET IF NECESSARY)

TITLE

NAME

BUSINESS ADDRESS

CITY, STATE, ZIP CODE + 4

PRESIDENT

Robert E. Prince

10100 Old Columbia Rd

Columbia, MD 21046

SECRETARY

Diane R. Brown

10100 Old Columbia Rd

Columbia, MD 21046

VP

Robert F. Shawver

10100 Old Columbia Rd

Columbia, MD 21046

Treasurer

Craig T. Bartlett

10100 Old Columbia Rd

Columbia, MD 21046

B. BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE) (ATTACH ADDITIONAL SHEET IF NECESSARY.)

SAME AS ABOVE

NONE

OR LIST BELOW

NAME

BUSINESS ADDRESS

CITY, STATE, ZIP CODE + 4

Robert E. Prince

Same as above

Robert F. Shawver

(5) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS

C T CORPORATION SYSTEM

B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS.

530 GAY STREET, KNOXVILLE, TN 37902

(6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE

(BLOCK 5A AND/OR 5B.) THERE IS AN ADDITIONAL $20.00 REQUIRED FOR CHANGES MADE TO THIS INFORMATION

A. CHANGE OF REGISTERED AGENT:

B. CHANGE OF REGISTERED OFFICE:

STREET

CITY

STATE

ZIP CODE + 4

COUNTY

TN

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED BELOW:

IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX:

PUBLIC

MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS OTHERWISE INDICATED.

RELIGIOUS

(8) SIGNATURE [GRAPHIC APPEARS HERE]

(9) DATE

8/18/98

(10) TYPE/PRINT NAME OF SIGNER:

Craig T. Bartlett

(11) TITLE OF SIGNER Treasurer

** THIS REPORT MUST BE DATED AND SIGNED**

APPLICATION FOR REGISTRATION OF ASSUMED CORPORATE NAME

Pursuant to the provisions of Section 48-14-101(d) of the Tennessee Business Corporation Act or Section 48-54-101(d) of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

1. The true name of the corporation is GTS Duratek Bear Creek, Inc.

2. The state or country of incorporation is Tennessee

3. The corporation intends to transact business is Tennessee under an assumed corporate name.

4. The assumed corporate name the corporation proposes to use is

GTS Duratek

[NOTE: The assumed corporate name must meet the requirements of Section 48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the Tennessee Nonprofit Corporation Act.]

6/3/90	GTS Duratek Bear Creek, Inc.
Signature Date	Name of Corporation
Treasurer	/s/ Craig T. Bartlett
Signer’s Capacity	Signature
	Craig T. Bartlett, Treasurer
	Name (typed or printed)

 SS-4402 (Rev. 7/93) RDA 1720

ARTICLES OF AMENDMENT

TO THE CHARTER OF

THE SCIENTIFIC ECOLOGY GROUP, INC.

In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act. The Scientific Ecology Group, Inc., a corporation organized and existing under the laws of the State of Tennessee (the “Corporation”), adopts the following Articles of Amendment (the “Articles of Amendment”) to its Charter (the “Charter”):

1. The name of the Corporation is The Scientific Ecology Group, Inc.

2. Section 1 of the Charter is hereby amended to read in its entirety as follows:

“I. The name of the corporation is GTS Duratek Bear Creek, Inc.”

3. These Articles of Amendment were duly approved and adopted by the Board of Directors on January 20, 1998 and by the sole shareholder of the Corporation on January 20, 1998.

4. These Articles of Amendment will be effective when filed with the Secretary of State.

- 1 -

IN WITNESS WHEREOF, The Scientific Ecology Group, Inc, has caused these Articles of Amendment to the Charter to be signed by Robert E. Prince, its President, and attested by Diane R. Brown, its Secretary, this 20th day of January 1998.

ATTEST:	THE SCIENTIFIC ECOLOGY GROUP, INC.
/s/ Diane R. Brown	By:	/s/ Robert E. Prince
Diane R. Brown		Robert E. Prince
Secretary		President

- 2 -

RECEIVED STATE OF TENNESSEE   95 AUG-4 PM 1:20   RILEY DARNELL SECRETARY OF STATE CHANGE OF REGISTERED AGENT/OFFICE (BY CORPORATION)

Pursuant to the provisions of Section 48-15-102 or 45-25-108 of the Tennessee Business Corporation Act or Section 48-55- [ILLEGIBLE] -65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

1. The name of the corporation is THE SCIENTIFIC ECOLOGY GROUP, INC.

2. The street address of its current registered office is

500 TALLEN BLVD., CHATTANOOGA, TN 37402

3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and
the county in which the office is located is	c/o C T CORPORATION SYSTEM,
530 Gay Street, Knoxville, Tennessee 37902 – Knox County

4. The name of the current registered agent is

PREINTICE-HALL CORPORATION SYSTEM

5. If the current registered agent is to be changed, the name of the new registered agent is

C T CORPORATION SYSTEM

6. After the change(s), the street address of the registered office and the business office of the registered agent will be identical.

August 1, 1995	THE SCIENTIFIC ECOLOGY GROUP, INC.
Signature Date	Name of Corporation
	/s/ Justin C. Cherry
Signer’s Capacity	Signature
	JUSTIN. C. CHERRY, VICE PRESIDENT
	Name (typed or printed)

RECEIVED STATE OF TENNESSEE   MAR 19     CHANGE OF REGISTERED OFFICE (BY AGENT) RECEIVED STATE OF TENNESSEE   93 APR 15 AM 9:45   SECRETARY OF STATE

Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section [Illegible] 48-63-108 of the Tennessee Nonprofit Corporation Act, the undersigned registered agent hereby submits this application:

1. The names of the Corporations are:

Corporation Name	Don. State
THE MORTGAGE CORNER, INC.	CT
THE MUSEUM COMPANY, INC.	DE
THE NATIONAL BENEVOLENT ASSOCIATION OF THE	MO
THE NEW JERSEY ZINC EXPLORATION COMPANY	DE
THE NEW YORK TIMES COMPANY	NY
THE NEWMAN GROUP FINANCIAL SERVICES CORP.	MI
THE OLSTEN CORPORATION	DE
THE ORIGINAL GREAT AMERICAN CHOCOLATE CHIP COOKIE	DE
THE ORMOND SHOPS, INC.	DE
THE PACESETTER CORPORATION	NE
THE PRUDENTIAL REAL ESTATE AFFILIATES, INC.	DE
THE REINFORCED EARTH COMPANY	DE
THE RELOCATION FUNDING CORPORATION OF AMERICA	CA
THE RICHARD LEAHY CORPORATION	IN
THE S.K. WELLMAN CORP.	MI
THE SCIENTIFIC ECOLOGY GROUP, INC.	TN
THE SCOTSMAN GROUP, INC.	MC
THE STEAK ESCAPE OF EAST TOWNE MALL, INC.	WV
THE SYGMA NETWORK, INC.	DE
THE TEXAS COMPANY	MD
THE TRAVIS CORPORATION	TN
THE W.M. BRODE COMPANY	OH
THE WACKENHUT CORPORATION	FL
THE WASHINGTON CONSULTING GROUP, INC.	VA

2. The street address of the current registered office is

Maclellan Building, Third Floor, 722 Chestnut Street, Chattanooga, TN 37402, (Hamilton County)

3. The name of the current registered agent is

The Prentice-Hall Corporation System, Inc.

4. The street address of the new registered office, the ZIP code of such office, and the county in which the office is located is

500 Tallan Building, Two Union Square, Chattanooga, TN 37402-2571, (Hamilton County).

5. After the change, the street addresses of the registered office and the business office of the registered agent will be identical.

6. The above corporations have been notified in writing of the change of address of the registered office.

Dated: March 1, 1993	THE PRENTICE-HALL CORPORATION SYSTEM, INC.
	/s/ Richard L. Kushay
	Richard L. Kushay Assistant Vice President

ARTICLES OF AMENDMENT TO THE CHARTER

OF

THE SCIENTIFIC ECOLOGY GROUP, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is The Scientific Ecology Group, Inc.

2. The text of each amendment adopted is:

3. The address of the principal office of the Corporation in the State of Tennessee shall be 1560 Bear Creek Road, P.O. Box 2530, Oak Ridge, Tennessee 37830, County of Roane.

3. The corporation is a for-profit corporation.

4. The manner (if not set forth in the amendment) for implementation of any exchange, reclassification, or cancellation of issued shares is as follows:

No change

5. The amendment was duly adopted on April 4, 1989 by (the board of directors without shareholder approval, as such is not required).

[NOTE: Please strike the choices which do not apply to this amendment.]

6. If the amendment is not to be effective when these articles are filed by the Secretary of State, the date/time it will be effective is                             , 19         (date),                              (time).

[NOTE: The delayed effective date shall not be later than the 90th day after the date this document is filed by the Secretary of State.]

April 6, 1989	THE SCIENTIFIC ECOLOGY GROUP, INC.
Signature Date	Name of Corporation
Secretary	/s/ R. E. Peters
Signer’s Capacity	Signature
	R. E. Peters
	Name (typed or printed)

CORPORATION ANNUAL REPORT

STATE OF TENNESSEE

SECRETARY OF STATE

1177 0068

THIS REPORT IS DUE ON OR BEFORE 06/01/89

REQUIRED INFORMATION OR CORRECTIONS TO COMPUTER ENTRIES MUST BE TYPED OR PRINTED.

(1) (a) CORPORATION CONTROL NUMBER: 0151504

This report will not be filed without this number.

(2) If the address as entered in Block (1)(b) is incorrect, you may enter your corporate mailing address here.

(1)(b) NAME AND MAILING ADDRESS OF CORPORATION:

SCIENTIFIC ECOLOGY GROUP, INC. (THE)

710 SOUTH FIRST STRE

NASHVILLE TN 37213

D 02/05/85 FOR PROFIT

STREET ADDRESS

1560 Bear Creek Rd.

P.O. BOX NUMBER

2530

CITY

Oak Ridge, TN 37830

STATE ZIP CODE

Tennessee 37830

(3) Enter the Federal Employer Identification Number of the corporation. If you have not obtained a FEIN, you may enter “Applied for”. 62-1234045

(4) (a) PRINCIPAL OFFICE OF CORPORATION, as reflected on the records of the Secretary of State: (If blank or incorrect, enter the correct street address, including zip code. An amendment to the charter or an application for amended certificate of authority is required to charge the address on the records, Forms are available upon request.)

710 SOUTH FIRST STRE, NASHVILLE, TN 37213

1560 Bear Creek Rd. Oak Ridge, TN 37830

Please enter any information in regard to a different principal office address on this line.

(4) (b) STATE OR COUNTRY OF INFORMATION: (If blank or incorrect, please enter the correct name of the state or country under whose laws the corporation was formed. An application for amended certificate of authority is required to change the records. Forms are available upon request.)

Tennessee

Please enter correct information on this line.

(5) Enter the [Illegible]

TITLE

NAME

BUSINESS ADDRESS

CITY, STATE, ZIP CODE

PRESIDENT

H. W. Arrowsmith

1560 Bear Creek Rd.

Oak Ridge, TN 37830

VICE PRESIDENT

D. Skvara

1560 Bear Creek Rd.

Oak Ridge, TN 37830

SECRETARY

R. E. Peters

11 Stanwix St.,

Pittsburgh, Pa. 15222

TREASURER

W. P. Shannon

11 Stanwix St.,

Pittsburgh, Pa. 15222

(6) Enter the name and business address of each person on the board of directors. Attach a separate street if necessary. Please note instructions [illegible]

NAME

BUSINESS ADDRESS

CITY, STATE, ZIP CODE

T. A. Christopher

PO Box 355

Pittsburgh, Pa. 15230-0355

RECEIVED

STATE OF TENNESSEE

[illegible]

R. L. Hofer

PO Box 355

Pittsburgh, Pa. 15230-0355

G. P. [illegible]

PO Box 355

Pittsburgh, Pa. 15230-0355

(7) This block contains the name of the registered agent and the address of the registered office required by Tennessee Code Annotated, as currently [Illegible]

ALLEN D. LENTZ

230 4TH AVE H. 3RD FL, NASHVILLE, TN 37219-0757

Name of Registered Agent Address of Registered Office

[Illegible]

Prentice-Hall Corporation System, Inc. Maclellan Bldg. 3rd Flr. 722 Chestnut St.

New Registered Agent and/or Registered Office, If different from Block 7. Chattanooga, TN 37402

(9) This block must contain the [Illegible] and [Illegible] of the business in which the corporation is changed, which should be consistent with those indicated in the charter or application for certificate of authority at this time [Illegible].

Processing of Low Level Radioactive Waste

(10) THIS BLOCK APPLIES ONLY TO NONPROFIT CORPORATIONS.

(a) Check the appropriate box as it applies to your [Illegible] corporation. It is required that one, but not both, of the boxes be [Illegible].

[Illegible]

This corporation as a mutual benefit corporation. (A mutual benefit corporation is one that is designated as such by [Illegible], by the original incorporation document, or by as amended incorporation document.)

(b) If a domestic religious corporation, please check box.

NOTE: The filing of this annual report is required by Chapter [Illegible]

(11) I declare that I have [Illegible] report, and to the best of my knowledge and belief, it is true, correct, and complete as of this date.

Samuel T. Pelchar

Signature

Name (as typed or printed)

2/28/89

Vice President

Date

Title

ANY INCOMPLETE, UNSIGNED OR [ILLEGIBLE] REPORT WILL BE RETURNED

[Illegible]

RECEIVED STATE OF TENNESSEE CHANGE OF REGISTERED AGENT/OFFICE (BY CORPORATION)

Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submit this application:

1. The name of the corporation is The Scientific Ecology Group, Inc.

2. The street address of its current registered office is

    230 Fourth Avenue, North, Nashville, TN 37219.

3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and
the county in which the office is located is	c/o The Prentice-Hall Corporation System, Inc., Maclellan Building, Third Floor, 722
Chestnut Street, Chattanooga, Tennessee 37402 (Hamilton County)

4. The name of the current registered agent is

    Allen D. Lentz.

5. If the current registered agent is to be changed, the name of the new registered  agent is	The Prentice-Hall Corporation
System, Inc.

6. After the change(s), the street address of the registered office and the business office of the registered agent will be identical.

February 3, 1989	THE SCIENTIFIC ECOLOGY GROUP, INC.
Signature Date	Name of Corporation
Secretary	/s/ R. E. Peters
Signer’s Capacity	Signature
	R. E. Peters
	Name (typed or printed)

ATTACHMENT I

ARTICLES OF MERGER

OF

WESTINGHOUSE SCIENTIFIC ECOLOGY GROUP, INC.

AND

THE SCIENTIFIC ECOLOGY GROUP, INC.

To the Secretary of State

State of Tennessee

Pursuant to the provisions of the Tennessee Business Corporation Act, the domestic corporation and the foreign corporation herein named do hereby adopt the following articles of merger.

1. The names of the corporations planning to merge are Westinghouse Scientific Ecology Group, Inc., which is a corporation for profit organized under the laws of the State of Delaware, and The Scientific Ecology Group, Inc., which is a corporation for profit organized under the laws of the State of Tennessee. The name of the surviving corporation into which Westinghouse Scientific Ecology Group, Inc. plans to merge is The Scientific Ecology Group, Inc.

2. Annexed hereto and made a party hereof is the Plan of Merger for merging Westinghouse Scientific Ecology Group, Inc. with and into The Scientific Ecology Group, Inc. as adopted by unanimous written consent by the Board of Directors of Westinghouse Scientific Ecology Group, Inc. on January 31, 1989 and adopted by unanimous written consent by the Board of Directors of The Scientific Ecology Group, Inc. on January 31, 1989.

3. The shareholders entitled to vote thereon of The Scientific Ecology Group, Inc. approved and duly adopted and aforesaid Plan of Merger by the unanimous written consent of all shareholders held on January 31, 1989.

0308b/1

4. All of the shareholders of Westinghouse Scientific Ecology Group, Inc. entitled to vote on the aforesaid Plan of Merger consented to taking such action without a meeting, and the holders of the number of shares of Westinghouse Scientific Ecology Group, Inc. that would be necessary to authorize or take such action at a meeting of the shareholders and the corporation duly approved and adopted the aforesaid Plan of Merger without a meeting of said shareholders executed by them on January 31, 1989.

5. The merger of Westinghouse Scientific Ecology Group, Inc. with and into The Scientific Ecology Group, Inc. is permitted by the laws of the jurisdiction of organization of Westinghouse Scientific Ecology Group, Inc. and has been authorized in compliance with said laws.

6. The Scientific Ecology Group, Inc. will continue its existence as the surviving corporation under its present name pursuant, to the provisions of the Tennessee Business Corporation Act.

7. This merger is not to be effective when these Articles were filed by the Tennessee Secretary of State, but is to become effective at 11:59 P.M. on January 31, 1989.

Executed on January 31, 1989.

WESTINGHOUSE SCIENTIFIC ECOLOGY GROUP, INC.
By:	/s/ T. A. Christopher
	Name:	T. A. Christopher
	Capacity:	President
THE SCIENTIFIC ECOLOGY GROUP, INC.
By:	/s/ H. W. Arrowsmith
	Name:	H. W. Arrowsmith
	Capacity:	President

0308b/2

PLAN OF MERGER adopted by Westinghouse Scientific Ecology Group, Inc., a corporation for profit organized under the laws of the State of Delaware, by resolution of its Board of Directors on January 31, 1989 and adopted on January 31, 1989 by The Scientific Ecology Group, Inc., a corporation for profit organized under the laws of the State of Tennessee, by resolution of its Board of Directors on January 31, 1989. The names of the corporations planning to merge are Westinghouse Scientific Ecology Group, Inc., a corporation for profit organized under the laws of the State of Delaware, and The Scientific Ecology Group, Inc., a corporation for profit organized under the laws of the State of Tennessee. The name of the surviving corporation into which Westinghouse Scientific Ecology Group, Inc. plans to merge is The Scientific Ecology Group, Inc.

1. Westinghouse Scientific Ecology Group, Inc. and The Scientific Ecology Group, Inc. shall, pursuant to the provisions of the laws of the State of and the provisions of the Tennessee Business Corporation Act, be merged with and into a single corporation, to wit, The Scientific Ecology Group, Inc., which shall be the surviving corporation upon the effective date of the merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Tennessee Business Corporation Act. The separate existence of Westinghouse Scientific Ecology Group, Inc., which is sometimes hereinafter referred to as the “non-surviving corporation”, shall cease upon the effective date of the merger in accordance with the laws of the jurisdiction of its organization.

2. The Charter of the surviving corporation upon the effective date of the merger shall be the Charter of said surviving corporation and said Charter shall continue in full force and effect until amended and changed in the manner

0308b/3

prescribed by the provisions of the Tennessee Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Tennessee Business Corporation Act.

4. The directors and officers in office of the surviving corporation shall resign as of the effective date of the merger and new directors and officers of the surviving corporation shall be elected as of the effective date of the merger, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the by-laws of the surviving corporation.

5. Each issued share of the non-surviving corporation shall, upon the effective date of the merger , be converted into 1000 shares of the surviving corporation.

6. The merger of the non-surviving corporation with and into the surviving corporation shall be authorized in the manner prescribed by the laws of the jurisdiction of organization of the non-surviving corporation, and the Plan of Merger herein made and approved shall be submitted to the shareholders of the surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Tennessee Business Corporation Act.

7. In the event that the merger of the non-surviving corporation with and into the surviving corporation shall have been duly authorized in compliance with the laws of the jurisdiction of organization of the non-surviving corporation, and in the event that the Plan of Merger shall have been

0308b/4

approved by the shareholders entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Tennessee Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Delaware and of the State of Tennessee, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officer of the non-surviving corporation and of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

9. This merger is not to be effective when these Articles and Plan of Merger were filed by the Tennessee Secretary of State, but is to become effective at 11:59 P.M. on January 31, 1989.

WESTINGHOUSE SCIENTIFIC ECOLOGY GROUP, INC.
By:	/s/ T. A. Christopher
Name:	T. A. Christopher
Capacity:	President
THE SCIENTIFIC ECOLOGY GROUP, INC.
By:	/s/ H. W. Arrowsmith
Name:	H. W. Arrowsmith
Capacity:	President

0308b/5

RECEIVED
STATE OF TENNESSEE
88 APR 21 PM 12:54	RECEIVED APR 18 1988
GENTRY CROWELL
SECRETARY OF STATE

CHANGE OF REGISTERED OFFICE AND REGISTERED AGENT

OF

THE SCIENTIFIC ECOLOGY GROUP. INC.

Pursuant to the provisions of Section 48-15-102 of the Tennessee Code Annotated, the undersigned corporation hereby submits this application to change its registered agent and registered office:

1. The name of the corporation is The Scientific Ecology Group, Inc.

2. The street address of its current registered office is 210 25th Avenue, North, Nashville, Tennessee 37203.

3. The current registered office is to be changed, and the street address of the new registered office is 3rd Floor, Metropolitan Federal Building, 230 Fourth Avenue, North, Nashville, Davidson County, Tennessee 37219-0757.

4. The name of the current registered agent is Thomas W. Steele.

5. The current registered agent is to be changed, and the name of the new registered agent is Allen D. Lentz.

6. After the changes, the street addresses of the registered office and the business office of the registered agent will be identical.

Dated this 18 day of April, 1988.

THE SCIENTIFIC ECOLOGY GROUP, INC.
By:	/s/ H.W. Arrowsmith
	Hubert W. Arrowsmith, President

CHARTER

OF

THE SCIENTIFIC ECOLOGY GROUP, INC.

The undersigned natural person, having capacity to contract and acting as incorporator of a corporation under the Tennessee General Corporation Act, adopts the following charter for such corporation:

1. The name of the corporation is The Scientific Ecology Group, Inc.

2. The duration of the corporation is perpetual.

3. The address of the principal office of the corporation in the State of Tennessee shall be 710 South First Street, Nashville, Tennessee 37213, County of Davidson.

4. The corporation is for profit.

5. The purposes for which the corporation is organized are to collect, and compress, by means of compaction, shearing, shredding, incinerating, and all other methods to prepare all types and kinds of industrial waste, including but not limited to hazardous waste, and including, to the extent required, the decontamination of such hazardous waste for burial in approved land-fill sites and locations; and to perform any and all services of every kind and nature necessary or profitable in connection with the foregoing; and to engage in any other lawful business authorized by the laws of the State of Tennessee.

6. The maximum number of shares which this corporation shall have authority to issue is one million (1,000,000) shares of common stock, having a par value of one cent ($01/100) per share. The holders of common stock of the corporation shall not have or possess the preemptive right, or preemptive rights, to acquire shares or other securities of the corporation as otherwise provided by Sect. 48-713, Tennessee Code Annotated, or any other provisions of the laws of the State of Tennessee.

7. The corporation will not commence business until con sideration of One Thousand Dollars ($1,000.00) has been received for the issuance of shares.

8. The corporation shall have all powers vested in corporations for profit under the Tennessee General Corporation Act or other applicable law.

Dated February 5, 1985.

/s/ Thomas Wardlaw Steele

Thomas Wardlaw Steele

Incorporator

DESIGNATION OF REGISTERED AGENT

OF

THE SCIENTIFIC ECOLOGY GROUP, INC.

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-1201 of the Tennessee General Corporation Act, the undersigned Incorporator of a domestic corporation being organized under the Act submits the following statement for the purpose of designating the Registered Agent for the corporation in the State of Tennessee:

1. The name of the corporation is The Scientific Ecology Group, Inc.

2. The name and address of its Registered Agent in the State of Tennessee shall be:

Thomas Wardlaw Steele

210 25th Ave., North, Suite 1212

Nashville, Tennessee 37203

Dated February [Illegible], 1985.

/s/ Thomas Wardlaw Steele

Thomas Wardlaw Steele

Incorporator of The Scientific

Ecology Group, Inc.

EX-3.12

Exhibit 3.12

FIRST AMENDMENT TO BYLAWS OF

DURATEK SERVICES, INC.

THIS FIRST AMENDMENT TO BYLAWS (the “Amendment”) of Duratek Services, Inc., a Tennessee corporation (the “Company”), amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from Duratek Services, Inc. to EnergySolutions Services, Inc.

The foregoing First Amendment to Bylaws was duly approved by the Board of Directors of the Company on January 20, 2011.

DURATEK, INC.
By:	/s/ Brett A. Hickman
	Brett A. Hickman
	Secretary

BYLAWS

OF

DURATEK SERVICES, INC.

(a Tennessee corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Tennessee, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Tennessee, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thererat present in person or by proxy. If there be no such quorum, the

1

holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a) At each meeting of stockholders, every stockholder entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may be, but not need be, by ballot and a plurality of the votes cast there shall elect such directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting for the action so taken, shall be signed by the holders of recorded of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, allots or consents, hear and determine all challenges and questions arising in connection

2

with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Compensation.

(a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Tennessee. The number of directors constituting the entire Board of Directors shall be two, or such larger number as may be fixed from time to time by the Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Tennessee, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.

3

Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President or by any two directors then in office. Notice of the place, date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mailing the same at least 48 hours before the date of the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than 24 hours before the date of the meeting.

SECTION 8. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Section 8 shall constitute presence at such meeting.

SECTION 9. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

SECTION 13. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the

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absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws. Unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE III

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurers and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the board of Directors shall provide.

SECTION 3. Resignation Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute

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documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors.

SECTION 5. President. The President shall be the chief operating officer of the Corporation, and shall have such duties as customarily pertain to that office, subject to the control of the Chief Executive Officer and Board of Directors. The President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Chief Executive Officer and Board of Directors.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders and the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or an Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE IV

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Tennessee as the Board of Directors of the respective officers in charge thereof may from time to time determine. The record

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books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in these Bylaws.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a recorded date, which shall not be more than 60 nor less than 10 days before the date of such meeting, no more than 60 days prior to any other action. A determination of stockholders of recorded entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as

7

of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VI

Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.

ARTICLE VII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, but the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE VIII

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, place or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or

8

affixed, upon any paper or document, by an process whatsoever, an impression, facsimile or other reproduction of such corporate seal.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE X

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XI

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

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ARTICLE XII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 48-18-502 of the Tennessee Code, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by such Section, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Advancing Expenses. Expenses (including attorneys’ fees) incurred by a present or former director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the Tennessee General Corporation Law; provided, however, the Corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the Corporation or its stockholders.

SECTION 3. Liability Offset. The Corporation’s obligation to provide indemnification under this Article XII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.

SECTION 4. Continuing Obligation. The provisions of this Article XII shall be deemed to be a contract between the Corporation and each director of the Corporation who services in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action suit or proceeding thereto fore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 5. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue

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unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 48-18-502 of the Tennessee Code.

SECTION 7. Definitions. The phrases and terms set forth in this Article XII shall be given the same meaning as the identical terms and phrases are given in Section 48 chapter 18 of the Tennessee Code, as that Section may be amended and supplemented from time to time.

ARTICLE XIII

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.13

Exhibit 3.13

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is: DURATEK, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to: 160 Greentree Drive, Suite 101, City of Dover, 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on September 14, 2006.

/s/ Paul J. Hagan

Paul J. Hagan, Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:56 PM 09/18/2006

FILED 06:43 PM 09/18/2006

SRV 060860021 - 0949543 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:41 PM 06/07/2006

FILED 01:38 PM 06/07/2006

SRV 060550013 - 0949543 FILE

CERTIFICATE OF MERGER

MERGING

DRAGON MERGER CORPORATION

(a Delaware corporation)

WITH AND INTO

DURATEK, INC.

(a Delaware corporation)

* * * * * * * *

June 7, 2006

Pursuant to Section 251 of the

Delaware General Corporation Law

Pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), the undersigned corporation, Duratek, Inc., a Delaware corporation (“Duratek”), does hereby certify the following information relating to the merger (the “Merger”) of Dragon Merger Corporation, a Delaware corporation (“Merger Sub”), with and into Duratek.

FIRST: The name and state of incorporation of each of the constituent corporations to the Merger is as follows:

Name	State of Incorporation
Duratek, Inc.	Delaware
Dragon Merger Corporation	Delaware

SECOND: An Agreement and Plan of Merger, dated as of February 6, 2006 (the “Merger Agreement”), among Duratek, Merger Sub and Energy Solutions LLC, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the DGCL.

THIRD: The name of the surviving corporation of the Merger is “Duratek, Inc.” (the “Surviving Corporation”).

FOURTH: The Restated Certificate of Incorporation of Duratek, Inc., as amended, in effect immediately prior to the effective time of the Merger, shall be amended and restated in its entirety in the form of Exhibit A, and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable law.

FIFTH: The Merger shall be effective immediately upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: The fully executed Merger Agreement is on file at an office of the Surviving Corporation, the address of which is 10100 Old Columbia Rd, Columbia, MD 21044.

SEVENTH: A copy of the fully executed Merger Agreement will be famished by the Surviving Corporation, on request and without cost, to any stockholder of either of the constituent corporations.

* * * * *

2

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger on the date first written above.

DURATEK, INC.
By:	/s/ Robert E. Prince
Name: Robert E. Prince Title: President and Chief Executive Officer

(SIGNATURE PAGE TO MERGER CERTIFICATE)

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

DURATEK, INC.

FIRST: The name of the corporation is Duratek, Inc. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law as from time to time amended.

FOURTH: The total number of shares of capital stock that the Corporation shall have authority to issue is 100, par value $0.01 per share, designated Common Stock.

FIFTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any bylaws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SIXTH: In addition to the powers and authority herein before or by statute expressly conferred upon them, the board of directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the Delaware General Corporation Law, this Certificate of Incorporation, and the bylaws of the Corporation.

SEVENTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Delaware General Corporation Law or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Furthermore, notwithstanding the foregoing provision, in the event that the Delaware General Corporation Law is amended or enacted to permit further limitation or elimination of the personal liability of the director, the personal liability of the Corporation’s directors shall be limited or eliminated to the fullest extent permitted by the applicable law. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall increase the personal liability of any director of the Corporation for any act or occurrence

1

taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b) The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was or has agreed to be a director, officer, partner, trustee, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement or incurred by such person in connection with such action, suit, claim or proceeding (including the investigation, preparation to defend or defense thereof), and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification. Such indemnification shall not be exclusive of other indemnification rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any repeal or modification of the foregoing provisions of this Section (b) of Article SEVENTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DURATEK, INC.

DURATEK, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation a resolution was duly adopted setting forth a proposed amendment of the Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock (the “Convertible Preferred Stock”) of the Corporation, declaring said amendment to be advisable and to be considered at a meeting of the stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock, which is made a part of the Corporation’s Certificate of Incorporation, be amended by deleting paragraph (b) of Article III in its entirety and replacing it with the following:

(b) On any matter on which the holders of Convertible Preferred Stock vote as a class, they shall be entitled to one vote for each share held, and on matters, other than the election of directors, unless Delaware law or this Certificate of Designations requires approval by a higher percentage, the matter shall be determined by a majority of the votes cast.

SECOND: That thereafter, pursuant to resolutions of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held, at which meeting, including adjournments thereof, said amendment was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Convertible Preferred Stock, voting as a separate class, and the affirmative vote of the holders of a majority of the outstanding shares of the Convertible Preferred Stock and Common Stock, voting together as a single class, in accordance with the General Corporation Law: of the State of Delaware and the Corporation’s Certificate of Incorporation.

THIRD: The amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:39 PM 05/24/2004

FILED 02:23 PM 05/24/2004

SRV 040381238 - 0949543 FILE

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Robert E, Prince, the President and Chief Executive Officer of the Corporation, on this 12th day of May, 2004.

/s/ Robert E. Prince

Robert E. Prince

President and CEO

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:57 AM 12/17/2003

FILED 11:46 AM 12/17/2003

SRV 030813299 - 0949543 FILE

CERTIFICATE OF DESIGNATION, PREFERENCES AND

RIGHTS OF

SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

OF

DURATEK, INC.

Pursuant to Section 151 of the General Corporation Law

of the State of Delaware

I, Robert F. Shawver, Executive Vice President and Chief Financial Officer of Duratek, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the said Corporation, the said Board of Directors on December 10, 2003 adopted the following resolution creating a series of 100,000 shares of Preferred Stock designated as Series B Junior Participating Preferred Stock:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (the “Board”) in accordance with the provisions of its Amended and Restated Certificate of Incorporation a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting rights or powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares of such series, par value $.01 per share, shall be designated as “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be One Hundred Thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series B Junior Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Junior Participating Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the 15th day of January, April, July and October, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock, par value $.01 per share, of the Corporation (the “Common Stock”), or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. In the event the Corporation shall at any time after December 16, 2003 (the “Rights Declaration Date”) (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series B Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series B Junior Participating Preferred

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Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date set for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which event such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 50 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series B Junior Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided by law, the holders of shares of Series B Junior Participating Preferred Stock and the holders of shares of

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Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, holders of Series B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever dividends or distributions payable on the Series B Junior Participating Preferred Stock as provided in Section 2 are not paid, thereafter and until such dividends and distributions, whether or not declared, on shares of Series B Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock; or

(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, except dividends paid ratably on the Series B Junior Participating Preferred Stock and all such parity stock on which dividends are payable in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Junior Participating Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series B Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such

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shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series B Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series B Junior Participating Preferred Stock shall have received $58,000.00 per share, plus any unpaid dividends and distributions payable thereon, whether or not declared, to the date of such payment (the “Series B Liquidation Preference”). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) immediately above being referred to as the “Adjustment Number”). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series B Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the

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remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the

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number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The Series B Junior Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. Notwithstanding anything contained herein to the contrary, the Series B Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to voting rights, the payment of dividends and the distribution of assets in liquidation, unless the terms of any such series shall provide otherwise.

Section 10. Amendment. The Amended and Restated Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding shares of Series B Junior Participating Preferred Stock, voting separately as a class.

Section 11. Fractional Shares. Series B Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holders, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Junior Participating Preferred Stock.

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IN WITNESS WHEREOF, Duratek, Inc. has caused this Certificate of Designation to be signed this 17^th day of December 2003.

DURATEK, INC.
By:	/s/ Robert F. Shawver
	Robert F. Shawver
	Executive Vice President and Chief Financial Officer

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State of Delaware

Secretary of State

Division of Corporations

Delivered 06:06 PM 05/19/2003

FILED 05:03 PM 05/19/2003

SRV 030324175 - 0949543 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DURATEK, INC.

DURATEK, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation a resolution was duly adopted setting forth a proposed amendment of the Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock (the “Convertible Preferred Stock”) of the Corporation, declaring said amendment to be advisable and to be considered at a meeting of the stockholders of the Corporation, The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock, which is made a part of the Corporation’s Certificate of Incorporation, be amended by deleting Section VI in its entirety and replacing it with the following:

VI. MANDATORY REDEMPTION

The Corporation shall redeem 100% of the Convertible Preferred Stock on September 30, 2005, at $100 per share plus accrued and unpaid dividends, payable only from funds legally available therefor, in a lump sum, unless such shares have been converted prior thereto. To the extent that such redemption shall not be permitted under the provisions of Section 160 of the Delaware General Corporation Law (or any successor provision) (“Section 160”), the Corporation shall redeem those shares which it is permitted to redeem under Section 160, and then on the earliest date or dates subsequent thereto when the Corporation shall be permitted under Section 160 to effect any such redemption, it shall effect such redemption.

SECOND: That thereafter, pursuant to resolutions of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held, at which meeting, including adjournments thereof, said amendment was approved by the unanimous vote of the holders of the Convertible Preferred Stock,

voting as a separate class, and the affirmative vote of the holders of a majority of the outstanding shares of the Convertible Preferred Stock and Common Stock, voting together as a single class, in accordance with the General Corporation Law of the State of Delaware and the Corporation’s Certificate of Incorporation.

THIRD: The amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Robert E. Prince, the President and Chief Executive Officer of the Corporation, on this 15th day of May, 2003.

/s/ Robert E. Prince

Robert E. Prince

President and CEO

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

GTS DURATEK NAME SUB, INC.

WITH AND INTO

GTS DURATEK, INC.

(Pursuant to Section 253 of the

Delaware General Corporation Law)

GTS Duratek, Inc., a Delaware corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY;

FIRST: The Corporation owns all of the outstanding shares of common stock (the only outstanding class of stock) of GTS Duratek Name Sub, Inc. (the “Subsidiary”), a corporation incorporated on the 17^th day of January, 2001, pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND: The Corporation, by resolutions (the “Resolutions of Merger”) duly adopted by the unanimous written consent of its Board of Directors, dated January 18, 2001, determined to effect a merger of the Subsidiary into itself, pursuant to Section 253 of the DGCL, in which the Corporation shall be the surviving corporation (the “Merger”). A true and correct copy of the Resolutions of Merger is annexed hereto as Exhibit A and incorporated herein by reference. The Resolutions of Merger have not been amended, modified, rescinded or revoked and are in full force and effect on the date hereof.

THIRD: That, as provided in the Resolutions of Merger, pursuant to Section 253(b) of the DGCL, upon the Merger becoming effective, the name of the surviving corporation shall be changed from “GTS Duratek, Inc.” to “Duratek, Inc.”

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:30 AM 01/19/2001

010030199 – 0949543

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 19th day of January, 2001.

GTS DURATEK, INC.
By:	/s/ Robert F. Shawver
	Name:	Robert F. Shawver
	Office:	Executive Vice President and Chief Financial Officer

EXHIBIT A

RESOLUTIONS OF MERGER

WHEREAS, GTS Duratek, Inc., a Delaware corporation (the “Corporation”), owns all of the outstanding shares of the capital stock of GTS Duratek Name Sub, Inc., a Delaware corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”);

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”);

RESOLVED, FURTHER, that the Corporation shall be the corporation surviving the Merger and shall continue its corporate existence under the DGCL, and shall possess all of the rights and assets of the constituent corporations and be subject to, and be deemed to have hereby assumed, all the liabilities and obligations of each of the constituent corporations in accordance with the provisions of the DGCL;

RESOLVED, FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof;

RESOLVED, FURTHER, that the Amended and Restated Certificate of Incorporation of the Corporation, as amended, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the certificate of incorporation of the surviving corporation, until amended as provided by law, except that upon the effective time of the Merger, in accordance with Section 253(b) of the DGCL. Article First of the Amended and Restated Certificate of Incorporation shall be. and hereby is, amended to change the name of the Corporation from “GTS Duratek, Inc.” to “Duratek, Inc.”. Pursuant to Section 104 of the DGCL, the filed Certificate of Ownership and Merger shall have the effect of striking the text of Article First of the Amended and Restated Certificate of Incorporation of the Corporation in its entirety and inserting in lieu thereof the following:

“First: The name of the corporation is Duratek, Inc.”

RESOLVED, FURTHER, that the By-laws of the Corporation, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the By-laws of the surviving corporation until amended or repealed as therein provided, except that the By-laws of the Corporation shall be, and hereby are, amended to delete the name “GTS Duratek, Inc.” wherever it may therein appear, and substitute therefor in all such places the name “Duratek, Inc.^”;

RESOLVED, FURTHER, that the executive officers of the Corporation, including the Chairman, Chief Executive Officer and President, the Executive Vice President and Chief Financial Officer, each Vice President, and the Secretary be, and they hereby are, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a Certificate of Ownership and Merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary or appropriate to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

- 2 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 04/20/2000

001204355 – 0949543

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GTS DURATEK, INC.

GTS DURATEK, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation a resolution was duly adopted setting forth a proposed amendment of the Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock (the “Convertible Preferred Stock”) of the Corporation, declaring said amendment to be advisable and to be considered at a meeting of the stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock, which is made a part of the Corporation’s Certificate of Incorporation, be amended by deleting Section VI in its entirety and replacing it with the following:

VI. MANDATORY REDEMPTION

The Corporation shall redeem 100% of the Convertible Preferred Stock on February 5, 2004, at $100 per share plus accrued and unpaid dividends, payable only from funds legally available therefore, in a lump sum, unless such shares have been converted prior thereto. To the extent that such redemption shall not be permitted under the provisions of Section 160 of the Delaware General Corporation Law (or any successor provision) (“Section 160”), the Corporation shall redeem those shares which it is permitted to redeem under Section 160, and then on the earliest date or dates subsequent thereto when the Corporation shall be permitted under Section 160 to effect any such redemption, it shall effect such redemption.

SECOND: That thereafter, pursuant to resolutions of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held, at which meeting, including adjournments thereof, said amendment was approved by the unanimous vote of the holders of the Convertible Preferred Stock, voting as a separate class, and the affirmative vote of the holders of a majority of the

outstanding shares of the Convertible Preferred Stock and Common Stock, voting together as a single class, in accordance with the General Corporation Law of the State of Delaware and the Corporation’s Certificate of Incorporation.

THIRD: The amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to by. signed by Robert F. Shawver, the Executive Vice President and Chief Financial Officer of the Corporation, on this 19th day of April, 2000.

/s/ Robert F. Shawver

Robert F. Shawver

Executive Vice President and Chief Financial Officer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/24/1996

960118015 – 949543

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GTS DURATEK, INC.

GTS Duratek, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that:

1. The name of the corporation (hereinafter called the “Corporation”) is GTS Duratek, Inc.

2. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Paragraph FOURTH Article thereof in its entirety and substituting in lieu thereof the following:

“4. The total number of shares of stock which the Corporation shall have authority to issue is Forty Million (40,000,000) consisting of Five Million (5,000,000) shares of preferred stock, par value $.01 per share (hereinafter called the “Preferred Stock”) and Thirty-Five Million (35,000,000) shares of common stock, par value $.01 per share (hereinafter called the “Common Stock”).

3. The Board of Directors and the holders of the voting stock of the Corporation, at a special meeting called for the purpose, approved and adopted the amendment of the Certificate of Incorporation herein certified in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, GTS Duratek, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be signed by Robert E. Prince, its President, and attested by Diane R. Brown, its Secretary, this 23 day of April, 1996.

ATTEST:

/s/ Diane R. Brown	/s/ Robert E. Prince
Diane R. Brown	Robert E. Prince
Secretary	President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/08/1995

950257205 – 949543

GTS DURATEK, INC.

AMENDMENT TO

CERTIFICATE OF DESIGNATIONS

8% CUMULATIVE

CONVERTIBLE REDEEMABLE PREFERRED STOCK

Pursuant to Section 242 of the General Corporation Law of the State of Delaware.

The following resolutions were duly adopted by the Board of Directors of GTS Duratek, Inc., a Delaware corporation (the “Company”), pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, on November 6, 1995_, by unanimous action of the Board of Directors of the Company:

WHEREAS, it is the desire of the Board of Directors to amend the Certificate of Designations for the Company’s 8% Cumulative Convertible Redeemable Preferred Stock.

NOW, THEREFORE, BE IT RESOLVED:

A. Article III(b) shall be deleted in its entirety and replaced with the following:

Until Carlyle Partners II, L.P., a Delaware limited partnership, Carlyle Partners III, L.P., a Delaware limited partnership, Carlyle International Partners II, L.P., a Cayman Islands exempted limited partnership, Carlyle international Partners III, L.P., a Cayman Islands exempted limited partnership C/S International Partners, a Cayman Islands partnership, Carlyle-GTSD Partners, L.P. a Delaware limited partnership, Carlyte-GTSD Partners II. L.P., a Delaware limited partnership, and any Affiliate (as hereinafter defined) transferee of any of the above-named partnerships collectively cease to beneficially own shares of capital stock having 20% or more of the votes that may be cast at annual or special meetings of stockholders, the holders of Convertible Preferred Stock, voting as a class, shall elect a majority of the members of the Board of Directors at any special meeting of stockholders called for such purpose, at each annual meeting of stockholders and in any written consent of stockholders pursuant to Section 228 of the Delaware General Corporation Law. The number of directors that the holders of the Convertible Preferred Stock shall elect shall be the smallest number that is a majority of the Board of Directors. On any matter on which the holders of Convertible Preferred Stock vote as a class, they shall be entitled to one vote

for each share held, and on matters other than the election of directors, unless Delaware law or this Certificate of Designations requires approval by a higher percentage, the matter shall be determined by a majority of the votes cast. With respect to elections of directors, the directors shall be elected by a plurality of the votes cast.

B. The following shall be added to the end of Article III(b):

(c) Definitions. For purposes of this Article III:

(i) “Affiliate” shall mean any Person which directly or indirectly controls, is controlled by, or is under common control with, the indicated Person.

(ii) “Person” shall mean all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and other entities and governments and agencies and political subdivisions.

GTS DURATEK, INC.
By:	/s/ Robert E. Prince
Name:	Robert E. Prince
Title:	President and CEO

-2-

STATE OF Maryland	§
	§
COUNTY OF	§

I, [ILLEGIBLE] a notary public in and for the State of Md., County of Prince George’s, do hereby certify that Robert E. Prince, who holds the office of President & CEO of GTS Duratek, Inc., a Delaware corporation, who signed the writing above bearing date on the 8 day of November, 1995 for and on behalf of said corporation, has this day in my said county, before me, acknowledged the said writing to be the act and deed of said corporation.

Given under my hand and seal this 8 day of November, 1995.

My commission expires the 1 day of April, 1995.

Notary Public

-3-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/23/1995

950015807 – 949543

GTS DURATEK, INC.

CERTIFICATE OF DESIGNATIONS

8% CUMULATIVE

CONVERTIBLE REDEEMABLE PREFERRED STOCK

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware.

The following resolutions were duly adopted by the Board of Directors of GTS Duratek, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, on January 17, 1995, by unanimous action of the Board of Directors of the Corporation:

WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Amended and Restated Certificate of Incorporation, to fix by resolution or resolutions the designation of each series of Preferred Stock and the powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the General Corporation Law of Delaware; and

WHEREAS, it is the desire of the Board, of Directors of the Corporation, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series.

NOW, THEREFORE, BE IT RESOLVED:

I. DESIGNATION

There shall be a Series of Preferred Stock to be known as “8% Cumulative Convertible Redeemable Preferred Stock, Par Value $.01 Per Share” (hereinafter referred to as “Convertible Preferred Stock”) consisting of 160,000 shares of Preferred Stock.

II. DIVIDENDS

(a) Commencing on April 20, 1995, dividends shall be paid in cash on the shares of Convertible Preferred Stock at the rate of 8% per annum ($8.00 per share per annum subject to adjustment for stock splits or combinations), when, as and if declared by the Board of Directors of the Corporation out of assets legally available for the payment of dividends. Dividends shall

be payable in equal quarterly installments on the 20th day of each of April, July, October and January in each year or, if such day is not a Business Day (as defined below), on the next Business Day (each a “Dividend Payment Date”), commencing on April 20, 1995, to holders of record as of the last day of the preceding month (“Record Date”); provided, however, that for the quarterly period in which any shares of Convertible Preferred Stock are issued, the quarterly dividend thereon shall be prorated from the date of issuance. No such dividends shall be deemed to have accrued until the Dividend Payment Date therefor. For purposes of this Certificate. “Business Day” means any day other than a Saturday, Sunday or any business day on which banking institutions in New York, New York are not required to be open.

(b) Each such dividend shall be paid at the close of business on the Dividend Payment Date to the holders of record of the Convertible Preferred Stock as they appear on the stock record books of the Corporation on the Record Date.

(c) No dividend shall be paid, declared or set apart for payment on any date (“Junior Dividend Payment Date”) on or in respect of the Corporation’s common stock, par value $01 per share (the “Common Stock”) or any class or series of Preferred Stock of the Corporation ranking junior to the Convertible Preferred Stock as to dividends unless the Corporation has paid all dividends on or in respect of all outstanding shares of Convertible Preferred Stock which have accumulated and are unpaid up to the Dividend Payment Date which coincides with or next precedes such Junior Dividend Payment Date. No repurchase or redemption of shares of any class of stock of the Corporation which is pari passu with or junior to the shares of Convertible Preferred Stock with regard to the right to receive dividends shall be made at a time when there remain declared and unpaid dividends on any outstanding shares of Convertible Preferred Stock.

III. VOTING RIGHTS

(a) In addition to any voting rights provided by law, the holders of shares of Convertible Preferred Stock shall have the following voting rights:

So long as the Convertible Preferred Stock is outstanding, each share of Convertible Preferred Stock shall entitle the holder thereof to vote on ail matters voted on by holders of Common Stock, voting together with the Common Stock as a single class (together with all other classes and series of stock of the Corporation that are entitled to vote as a single class with the Common Stock) (the Common Stock, the Convertible Preferred Stock and such other classes and series of stock are collectively hereinafter referred to as the “Voting Stock”) at all meetings of the stockholders of the Corporation and on all matters submitted to a vote of the stockholders of the Corporation. In any such vote with respect to which the Convertible Preferred Stock shall vote with the holders of Common Stock as a single class (together with all other classes and series of stock of the Corporation that are entitled to vote as a single class with the Common Stock), each share of Convertible Preferred Stock shall entitle the holder thereof to cast the number of votes equal to the number of votes which could be cast in such vote by a holder of the number of shares of Common Stock into which Such share of Convertible Preferred

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Stock is convertible on the record date for such vote. Such voting right of the holders of the Convertible Preferred Stock may be exercised at any annual meeting of stockholders, any special meeting of stockholders, or by written consent of the minimum number of shares required to take such action pursuant to Section 228 of the Delaware General Corporation Law.

(b) Until Carlyle Partners II, LP., a Delaware limited partnership, Carlyle International Partners II, LP, a Cayman Islands exempted limited partnership, Carlyle International Partners III, LP., a Cayman Islands exempted limited partnership, C/S International Partners, a Cayman Islands partnership, Carlyle-GTSD Partners, LP., a Delaware limited partnership and Carlyle-GTSD Partners II, LP., a Delaware limited partnership, collectively cease to beneficially own shares of capital stock having 20% or more of the votes that may be cast at annual or special meetings of stockholders, the holders of Convertible Preferred Stock, voting as a class, shall elect a majority of the members of the Board of Directors at any special meeting of stockholders called for such purpose, at each annual meeting of stockholders and in any written consent of stockholders pursuant to Section 228 of the Delaware General Corporation Law. The number of directors that the holders of the Convertible Preferred Stock shall elect shall be the smallest number that is a majority of the Board of Directors. On any matter on which the holders of Convertible Preferred Stock vote as a class, they shall be entitled to one vote for each share held, and on matters other than the election of directors, unless Delaware law or this Certificate of Designations requires approval by a higher percentage, the matter shall be determined by a majority of the votes cast. With respect to elections of directors, the directors shall be elected by a plurality of the votes cast.

IV. CONVERSION RIGHTS

(a) Conversion Procedure.

(i) Subject to the provisions of this Paragraph IV(a), any or all of the outstanding shares of the Convertible Preferred Stock may be, at any time, and from time to time, at the option of the holder thereof, converted into shares of the Common Stock at the rate specified in Paragraph IV(b).

(ii) The conversion of Convertible Preferred Stock and issuance of the Common Stock issued upon such conversion will be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Convertible Preferred Stock have been surrendered at the principal office of the Corporation. At such time as such conversion has been effected, the rights of the holders of such Convertible Preferred Stock as such will cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

(iii) As soon as possible, but in any event within three business days, after the conversion has been effected, the Corporation will deliver to the converting holder or holders a

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certificate or certificates representing the number of shares of Common Stock issued upon such conversion in such name or names and such denomination as the converting holder or holders have specified.

(iv) The issuance of certificates for shares of Common Stock upon conversion of the Convertible Preferred Stock will be made without charge to the holders of such Convertible Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation (except for transfer tax in the event the Common Stock is to be registered in another person’s name) in connection with such conversion and the related issuance of shares of Common Stock Upon conversion of the Convertible Preferred Stock, the Common Stock issuable upon such conversion shall be duly authorized, validly issued, fully paid and nonassessable.

(v) The Corporation will not close its books against the transfer of Convertible Preferred Stock or of Common Stock issued or issuable upon conversion thereof in any manner which interferes with the timely conversion of Convertible Preferred Stock.

(vi) The Corporation shall not be obligated to issue certificates representing the shares of Common Stock issuable upon conversion pursuant to this Paragraph IV(a) unless certificates representing the shares of Convertible Preferred Stock being converted are delivered to the Corporation or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from, or otherwise satisfies the Corporation with respect to, any loss incurred by the Corporation in connection therewith.

(b) Conversion Rate.

(i) The number of shares of Common Stock into which each share of Convertible Preferred Stock is convertible will be determined from time to time by dividing $100 (subject to adjustments as set forth in Paragraph IV(d)) by the conversion price (“Conversion Price^”) then in effect. The initial Conversion Price will be $3.00 and the initial number of shares of Common Stock into which each share of Convertible Preferred Stock is convertible will be 33 1/3. To prevent dilution of the conversion rights granted with respect to the Convertible Preferred Stock, the Conversion Price will be subject to adjustment from time to time pursuant to the subparagraphs of this Paragraph IV(b). The Corporation shall be deemed to have issued or sold Common Stock for purposes of this Paragraph IV(b) in accordance with the provisions of Paragraph IV(c) below.

(ii) If at any time, so long as shares of Convertible Preferred Stock are outstanding, the Corporation issues or sells or is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, the Conversion Price will be recalculated by dividing (I) the sum of (A) the product derived by multiplying the Conversion Price in effect immediately prior to such issue or sale times the number of shares of Common Stock outstanding immediately

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prior to such issue or sale, plus (B) the consideration, if any, received by the Corporation upon such issue or sale, by (II) the number of shares of Common Stock outstanding immediately after such issue or sale.

(iii) Notwithstanding anything herein to the contrary, no adjustment to the Conversion Price will be made pursuant to Paragraph IV(b)(ii): (I) upon the grant or exercise of any Options (as hereinafter defined) which may hereafter be granted or exercised under any existing employee benefit plan, agreement or arrangement approved by the Corporation’s Board of Directors for or with its employees, officers, consultants or directors under the 1984 Stock Option Plan of the Corporation, as amended; (II) upon the issuance or sale of Common Stock or Convertible Securities (as defined herein) upon the exercise of any rights or warrants to subscribe for or purchase Common Stock or Convertible Securities, (HI) upon the issuance or sale of Common Stock upon conversion of any Convertible Securities heretofore issued, whether or not any adjustment in the Conversion Price was made or required to be made upon the issuance or sale of such Convertible Securities; (IV) upon the issuance or sale of shares of Common Stock, Convertible Securities or Options pursuant to any contractual commitments of the Corporation existing on or prior to the date of original issuance of the Convertible Preferred Stock, or (V) upon the issuance of shares of Common Stock (including shares of Common Stock into which Convertible Securities are convertible and which are issuable upon exercise of Options) in one or more transactions, to one or more persons or entities that sell a business, assets or stock to the Corporation or any of its subsidiaries (an “Acquisition Transaction”) in exchange, in part or in full, for the capital stock of the Corporation.

(c) Effect on Conversion Price of Certain Events. For purposes of determining the Conversion Price under Paragraph IV(b), the following will be applicable:

(i) Issuance of Rights or Options. If the Corporation in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”) and the purchase price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the rime of the granting of such Options and such issuance shall have been approved by a Disinterested Majority or shall be covered by a Fairness Opinion, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation for such purchase price per share. For purposes of this Paragraph, the “purchase price per share for which Common Stock is issuable” will be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities. the

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minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the purchase price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale and such issuance shall have been approved by a Disinterested Majority or shall be covered by a Fairness Opinion, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such purchase price per share. For the purposes of this subparagraph, the “purchase price per share for which Common Stock is issuable” will be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price will be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price have been or are to be made pursuant to other provisions of this Paragraph IV, no further adjustment of the Conversion Price will be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time (other than pursuant to provisions which are intended to give the holders of such Options or Convertible Securities substantially the same protection as that provided by Paragraph IV(b) above and this Paragraph (c)), the Conversion Price in effect at the time of such change will be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Securities which resulted in an adjustment to the Conversion Price, without the

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exercise of any such Option or right which was not outstanding on the first issuance of any shares of Convertible Preferred Stock, the Conversion Price then in effect hereunder will be adjusted to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued.

(v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the total amount paid by the purchasers thereof to the Corporation therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Market Price thereof as of the date of receipt. In computing the Market Price of a note or other obligation which is not listed on a securities exchange or quoted in the NASDAQ System or reported by the National Quotation Bureau, Incorporated, the total consideration received by the corporation (including interest) will be discounted based upon the maturity of such note or other obligation at the prime rate of interest in effect at the time the note or obligation is deemed to have been issued. The term “prime rate” as used herein means the floating and fluctuating rate quoted on the first business day of each month in the Wall Street Journal. If any Common Stock, Option or Convertible Security is issued in connection with any Acquisition Transaction, the amount of consideration received by the Corporation therefor will be deemed to be the fair market value of such portion of the net assets and business of the seller as is acquired for such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration received by the Corporation other than cash and securities in any Acquisition Transaction will be determined by a committee comprised of noninterested members of the Corporation’s board of directors. The fair market value of any consideration other than cash and securities in connection with any stock issuance in any transaction other than an Acquisition Transaction shall be determined by the Corporation’s board of directors.

(vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option will be deemed to have been issued for a consideration of $.01.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any subsidiary of the Corporation, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.

(viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in

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Common Stock, Options or in Convertible Securities, or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(d) Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

(e) Reorganization, Reclassification, Consolidation, Merger or Sale. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation’s assets to another person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Corporation will make provisions to insure that each of the holders of Convertible Preferred Stock will thereafter have the right to acquire and receive, in lieu of or in addition to the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Convertible Preferred Stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted his Convertible Preferred Stock immediately prior to such Organic Change. In any such case, the Corporation will make provisions to insure that the provisions of this Certificate of Designations will thereafter be applicable to the Convertible Preferred Stock. The Corporation will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Corporation) resulting from consolidation or merger or the corporation purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

(f) Reservation of Shares. The Corporation shall at all times reserve and keep available, out of its authorized and unissued stock, that number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Delaware, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding shares of Convertible Preferred Stock.

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(g) No Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon conversion of the Convertible Preferred Stock. If more than one share of Convertible Preferred Stock shall be surrendered for conversion at one time by the same holder of such shares, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Preferred Stock (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any share of Convertible Preferred Stock (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the closing price per share of Common Stock as quoted on the composite tape of the NASDAQ National Market System or such other principal national securities exchange upon which the Common Stock is listed, or, in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the NASDAQ National Market System or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the NASDAQ National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Exchange member firm selected from time to time by the Company for that purpose, or, if such prices are not available, the fair market value set by, or in a manner established by, the Board of Directors of the Company in good faith, all of the above to be determined as of the close of business on the day of conversion.

(h) Certain Events. If any event occurs of the type contemplated by the provisions of Paragraph IV but not expressly provided for by such provisions, upon the approval by a Disinterested Majority or upon receipt of a Fairness Opinion, then the Corporation’s board of directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of Preferred Stock, including without limitation the Convertible Preferred Stock; provided, however, that no such adjustment will increase the Conversion Price as otherwise determined pursuant to Paragraph IV or decrease the number of shares of Common Stock issuable upon conversion of each share of Convertible Preferred Stock.

(i) Definitions. For purposes of this Article IV:

(i) “Disinterested Majority” shall mean a majority of the Board of Directors, whether or not a quorum, excluding those directors who have a direct or indirect interest in the transaction and those directors who shall have been elected or designated by the holders of the Convertible Preferred Stock;

(ii) “Fairness Opinion” shall mean an opinion by a nationally recognized investment banking or financial advisory firm, selected with the approval of the Disinterested Majority, to the effect that the transaction in question, including any antidilution adjustment to be effected as a result thereof, is at least as favorable to the Corporation and the holders of Common Stock as could be obtained from other third party sources.

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V. LIQUIDATION OR DISSOLUTION

In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each holder of the Convertible Preferred Stock shall be entitled to receive, for each such share held, a cash payment equal to the Liquidation Value of such share, and no more, before any distribution of assets shall be made to any bolder of Common Stock or any other class or series of stock of the Corporation ranking junior to the Convertible Preferred Stock as to rights on liquidation, dissolution or winding up, but if the distributable assets are insufficient to make such payment in full to the holders of Convertible Preferred Stock and any class or series of stock of the Corporation ranking pari passu to the Convertible Preferred Stock as to rights on liquidation, dissolution or winding up, such assets shall be distributed among the holders of the outstanding shares of Convertible Preferred Stock and such other classes and series, ratably per share in proportion to the full per share amount to which they are respectively entitled. “Liquidation Value” per share means an amount equal to (1) $100 plus (2) the sum of all declared but unpaid dividends.

VI. MANDATORY REDEMPTION

The Corporation shall redeem 100% of the Convertible Preferred Stock on January 24, 2002, at $100 per share plus accrued and unpaid dividends, payable only from funds legally available therefore, in a lump sum, unless such shares have been converted prior thereto. To the extent that such redemption shall not be permitted under the provisions of Section 160 of the Delaware General Corporation Law (or any successor provision) (“Section 160”), the Corporation shall redeem those shares which it is permitted to redeem under Section 160, and then on the earliest date or dates subsequent thereto when the Corporation shall be permitted under Section 160 to effect any such redemption, it shall effect such redemption.

VII. PREEMPTIVE RIGHTS

The Convertible Preferred Stock is not entitled to preemptive rights in respect of any securities of the Corporation.

VIII. LIMITATIONS

(a) So long as any shares of the Convertible Preferred Stock are outstanding and unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least a majority of all of the outstanding shares of Convertible Preferred Stock (given in person or by proxy, either by written consent pursuant to Section 228 of the Delaware General Corporation Law or by a vote at a special meeting of stockholders called for such purpose or at any annual meeting of stockholders, with the holders of Convertible Preferred Stock voting as a class and with each share of Convertible Preferred Stock having one vote) shall be necessary for (i) the authorization or issuance of any additional shares of Convertible Preferred Stock and (ii) the creation of any class or series of stock of the

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Corporation ranking senior to the Convertible Preferred Stock as to the right to receive dividends, redemption payments and/or liquidation payments.

(b) Nothing herein contained shall be construed so as to require a class vote or the consent of the holders of the outstanding shares of Convertible Preferred Stock (i) in connection with any increase in the total number of authorized shares of Common Stock or Preferred Stock, or (ii) in connection with the authorization or increase of any class or series of capital stock ranking junior to or pari passu with the Convertible Preferred Stock with regard to the right to receive dividends, redemption payments and/or liquidation payments.

IX. RANKING OF CONVERTIBLE PREFERRED STOCK

With regard to rights to receive redemption payments and/or liquidation payments, the Convertible Preferred Stock shall rank senior to the Common Stock and any other equity securities or other securities into which any convertible indebtedness is convertible which are issued by the Corporation after the date of this Certificate of Designations. With regard to rights to receive dividends, the Convertible Preferred Stock shall rank senior to the Common Stock and any other equity securities or other securities into which any convertible indebtedness is convertible which are issued by the Corporation after the date of this Certificate of Designations.

X. FINANCIAL STATEMENTS

The holders of shares of Convertible Preferred Stock will be entitled to receive, at the same time and in the same manner, all financial statements, reports and other materials distributed to the holders of Common Stock.

XI. MODIFICATION AND WAIVER

The terms of this Certificate of Designations may be amended and the rights hereunder may be waived with the consent of holders of a majority of the shares of the Convertible Preferred Stock then outstanding, provided that no such modification or waiver shall change the dividend rights, the terms for conversion or exchange or the mandatory redemption of the Convertible Preferred Stock.

The Convertible Preferred Stock shall also be subject to the miscellaneous provisions regarding the Corporation’s Preferred Stock set forth in the Certificate of Incorporation, as amended.

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IN WITNESS WHEREOF, GTS Duratek, Inc. has caused this Certificate of Designations to be made under the seal of the Corporation, signed by its President and Assistant Secretary, respectively this 23rd day of January, 1995.

By:	/s/ Robert E. Prince
Name:	Robert E. Prince
Title:	President and Chief Executive Officer
By:	/s/ Diane R. Brown
Name:	Diane R. Brown
Title:	Assistant Secretary

[SEAL]

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/11/1995

950007676 - 949543

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GTS DURATEK, INC.

GTS DURATEK, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is GTS Duratek, Inc. (hereinafter called the “Corporation”). The previous name of the corporation was Duratek Corporation which was changed to its current name with the filing of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”) on June 4, 1992. The Corporation was originally incorporated under the name NPS Waste Technologies, Inc. and its original Certificate of Incorporation was filed with the Secretary of State on December 8, 1982.

2. This Amended and Restated Certificate of Incorporation has been duly proposed by resolution of the Board of Directors of the Corporation and has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

3. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:

FIRST: The name of the Corporation is

GTS Duratek, Inc.

SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of the registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is twenty-five million (25,000,000) consisting of five million (5,000,000) shares of preferred stock, par value $.01 per share (hereinafter called the “Preferred Stock”), and twenty million (20,000,000) shares of common stock, par value $.01 per share (hereinafter called the “Common Stock”).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of any or all of the following:

(a) The designation of the series, which may be by distinguishing number, letter or title;

(b) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the creation of the series) increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);

(c) Whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of the series and the dates at which dividends, if any, shall be payable;

(d) The redemption rights and price or prices, if any, for shares of the series;

(e) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(f) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(g) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series of shares, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates of exchange, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion or exchange may be made;

(h) Restrictions on the issuance of shares of the same series or of any other class or series and the right, if any, to subscribe for or purchase any securities of the Corporation or any other corporation;

(i) The voting rights, if any, of the holders of such series, and

(j) Any other relative, participating, optional or other special power, preferences, rights, qualifications, limitations or restrictions thereof;

all as determined from time to time by the Board of Directors and stated in the resolutions providing for the issuance of such preferred stock (a “Preferred Stock Designation”).

The holders of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders. Except as may be provided in this Amended and Restated Certificate of Incorporation or by the Board of Directors in a Preferred Stock Designation, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote or consent.

The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share of on the part of any other person, whether or not the Corporation shall have notice thereof, except expressly provided by applicable laws.

FIFTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for creating, defining, limiting and regulating the powers of the Corporation, the directors and the stockholders.

(a) Subject to any limitation contained in the bylaws, the Board of Directors may make bylaws, and from time to time may alter, amend, change, add to or repeal any bylaws of the Corporation without the assent or vote of the stockholders of the Corporation.

(b) The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees and expenses), judgments, fines, penalties and amounts paid in settlement or incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any repeal or modification of the foregoing provisions of this Section (b) of Article FIFTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

(c) No director of the corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Furthermore, notwithstanding the foregoing provision, in the event that the General Corporation Law of Delaware is amended or enacted to permit further limitation or elimination of the personal liability of the director, the personal liability of the Corporation’s directors shall be limited or

eliminated to the fullest extent permitted by the applicable law. Any repeal or modification of this Section (c) of Article FIFTH shall not increase the personal liability of any director of the Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(d) The books of the Corporation may be kept at such place within or without the State of Delaware as the bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

SIXTH: No holder of stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of the any unissued stock of the Corporation or any additional stock to be issued by reason of any increase of the authorized capital stock of the Corporation, or any bonds, certificates of indebtedness, debentures or other securities convertible into stock or such additional authorized issue of new stock, but rather such stock, bonds, certificates of indebtedness, debentures and other securities may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of their discretion.

SEVENTH:

(a) Subject to. the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed by the bylaws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed by the bylaws, but in no case shall the number be less than 3 nor more than 15.

(b) Advance notice of stockholder nominations for the election of directors and advance notice of business to be brought by stockholders before an annual meeting shall be given in the manner provided in the bylaws of the Corporation.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amend and Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred upon stockholders herein are granted subject to this reservation.

This Amended and Restated Certificate of Incorporation was duly adopted by unanimous written consent of the directors and by written consent of the stockholders in accordance with the applicable provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of the adoption of this Amended and Restated Certificate of Incorporation has been given as provided by Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

IN WITNESS WHEREOF, said GTS DURATEK, INC. has caused this certificate to be signed by its President as of the 3rd day of January, 1995, and attested to by its Assistant Secretary.

	GTS DURATEK, INC.
By:	/s/ Robert E. Prince
	Robert E. Prince, President

Attested:	/s/ Diane R. Brown
	Assistant Secretary

EX-3.14

Exhibit 3.14

BYLAWS

OF

DURATEK, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thererat present in person or by proxy. If there be no such quorum, the

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holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a) At each meeting of stockholders, every stockholder entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may be, but not need be, by ballot and a plurality of the votes cast there shall elect such directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting for the action so taken, shall be signed by the holders of recorded of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, allots or consents, hear and determine all challenges and questions arising in connection

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with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Compensation.

(a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board of Directors shall be two, or such larger number as may be fixed from time to time by the Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.

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Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President or by any two directors then in office. Notice of the place, date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mailing the same at least 48 hours before the date of the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than 24 hours before the date of the meeting.

SECTION 8. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Section 8 shall constitute presence at such meeting.

SECTION 9. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

SECTION 13. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the

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absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws. Unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ACTICLE III

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurers and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the board of Directors shall provide.

SECTION 3. Resignation Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute

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documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors.

SECTION 5. President. The President shall be the chief operating officer of the Corporation, and shall have such duties as customarily pertain to that office, subject to the control of the Chief Executive Officer and Board of Directors. The President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Chief Executive Officer and Board of Directors.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders and the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or an Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE IV

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors of the respective officers in charge thereof may from time to time determine. The record

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books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in these Bylaws.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a recorded date, which shall not be more than 60 nor less than 10 days before the date of such meeting, no more than 60 days prior to any other action. A determination of stockholders of recorded entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as

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of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VI

Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.

ARTICLE VII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, but the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE VIII

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, place or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or

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affixed, upon any paper or document, by an process whatsoever, an impression, facsimile or other reproduction of such corporate seal.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE X

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XI

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

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ARITCLE XII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by such Section, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Advancing Expenses. Expenses (including attorneys’ fees) incurred by a present or former director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the Corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the Corporation or its stockholders.

SECTION 3. Liability Offset. The Corporation’s obligation to provide indemnification under this Article XII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.

SECTION 4. Continuing Obligation. The provisions of this Article XII shall be deemed to be a contract between the Corporation and each director of the Corporation who services in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action suit or proceeding thereto fore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 5. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue

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unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the Delaware General Corporation Law.

SECTION 7. Definitions. The phrases and terms set forth in this Article XII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE XIII

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.15

Exhibit 3.15

THIRD AMENDMENT TO

CERTIFICATE OF INCORPORATION

of

ENERGYSOLUTIONS, INC.

October 18, 2007

EnergySolutions, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

A. The name of the Corporation is EnergySolutions, Inc.

B. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 5, 2006, as amended on March 13, 2007 and April 12, 2007.

C. This Third Amendment to Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

D. Article FIRST of the Corporation’s Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

FIRST: The name of the corporation is EnergySolution Company, Inc. (the “Corporation”).

* * * * *

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Third Amendment to Certificate of Incorporation to be effective as of the date first above written.

ENERGYSOLUTIONS, INC.
By:	/s/ R Steve Creamer
Name:	R Steve Creamer
Title:	President and Chief Executive Officer

THIRD AMENDMENT TO CERTIFICATE OF INCORPORATION FOR

ENERGYSOLUTIONS, INC.

SECOND AMENDMENT TO

CERTIFICATE OF INCORPORATION

of

ENERGYSOLUTIONS GROUP, INC.

April 12, 2007

EnergySolutions Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

A. The name of the Corporation is EnergySolutions Group, Inc.

B. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 5, 2006, as amended on March 13, 2007.

C. This Second Amendment to Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

D. Article FIRST of the Corporation’s Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

FIRST: The name of the corporation is EnergySolutions, Inc. (the “Corporation”).

*****

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Second Amendment to Certificate of Incorporation to be effective as of the date first above written.

ENERGYSOLUTIONS GROUP, INC.
By:	/s/ R Steve Creamer
Name:	R Steve Creamer
Title:	President and Chief Executive Officer

SECOND AMENDMENT TO CERTIFICATE OF INCORPORATION FOR

ENERGYSOLUTIONS GROUP, INC.

AMENDMENT TO

CERTIFICATE OF INCORPORATION

of

ENERGYSOLUTION COMPANY, INC.

March 13, 2007

EnergySolution Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

A. The name of the Corporation is EnergySolution Company, Inc.

B. The Corporation’s original Certificate of Incorporation was filed . with the Secretary of State of the State of Delaware on June 5, 2006.

C. This Amendment to Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

D. Article FIRST of the Corporation’s Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

FIRST: The name of the corporation is EnergySolutions Group, Inc. (the “Corporation”).

* * * * *

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Amendment to Certificate of Incorporation to be effective as of the date first above written.

ENERGYSOLUTION COMPANY, INC.
By:	/s/ R Steve Creamer
Name:	R Steve Creamer
Title:	President and Chief Executive Officer

AMENDMENT TO CERTIFICATE OF INCORPORATION FOR

ENERGYSOLUTION COMPANY, INC.

CERTIFICATE OF INCORPORATION

of

ENERGYSOLUTION COMPANY, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the corporation is EnergySolution Company, Inc. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH: The total number of shares of capital stock that the Corporation shall have authority to issue is 100, par value $0.01 per share, designated Common Stock.

FIFTH: The name and mailing address of the incorporator of the Corporation are Justin K. Ferguson, c/o Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201.

SIXTH: In furtherance and not in limitation, of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any bylaws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH: In addition to the powers and authority herein before or by statute expressly conferred upon them, the board of directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the Delaware General Corporation Law, this Certificate of Incorporation, and the bylaws of the Corporation.

EIGHTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions that are not in good faith

or that involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Eighth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

NINTH: The Corporation hereby elects in this, its original Certificate of Incorporation, not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

[The Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 5th day of June, 2006.

/s/ Justin K. Ferguson

Justin K. Ferguson

Incorporator

CERTIFICATE OF INCORPORATION FOR ENERGYSOLUTION COMPANY, INC.

EX-3.16

Exhibit 3.16

BYLAWS

OF

ENERGYSOLUTION COMPANY, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTIONS 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any

meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a) At each meeting of stockholders, every stockholder entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may be, but need not be, by ballot and a plurality of the votes cast there shall elect such directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be

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appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number: Term; Compensation.

(a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board of Directors shall be two, or such larger number as may be fixed from time to time by the Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time

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to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President or by any two directors then in office. Notice of the place, date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mailing the same at least 48 hours before the date of the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than 24 hours before the date of the meeting.

SECTION 8. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Section 8 shall constitute presence at such meeting.

SECTION 9. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a

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sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

SECTION 13. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws. Unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE III

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the

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term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors.

SECTION 5. President. The President shall be the chief operating officer of the Corporation, and shall have such duties as customarily pertain to that office, subject to the control of the Chief Executive Officer and Board of Directors. The President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Chief Executive Officer and Board of Directors.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders and the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the

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stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE IV

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in these Bylaws.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, no more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide

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by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

8

ARTICLE VI

Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.

ARTICLE VII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE VIII

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of such corporate seal.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

9

ARTICLE X

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XI

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTIONS 3. Proxies: Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and

10

supplemented from time to time, indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by such Section, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Advancing Expenses. Expenses (including attorneys’ fees) incurred by a present or former director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the Corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the Corporation or its stockholders.

SECTION 3. Liability Offset. The Corporation’s obligation to provide indemnification under this Article XII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.

SECTION 4. Continuing Obligation. The provisions of this Article XII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 5. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its

11

discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the Delaware General Corporation Law.

SECTION 7. Definitions. The phrases and terms set forth in this Article XII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE XIII

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

12

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

That I am the duly elected and acting Secretary of EnergySolution Company, Inc., a Delaware corporation; and

That the foregoing Bylaws constitute the Bylaws of said Corporation as duly approved and adopted by the Board of Directors of said corporation as of June 5, 2006.

IN WITNESS WHEREOF, I have here unto subscribed my hand this 5th day of June 2006.

/s/ Jean I. Everest II
Name:	Jean I. Everest II

SIGNATURE PAGE TO ENERGYSOLUTION COMPANY, INC. BYLAWS

EX-3.17

Exhibit 3.17

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:21 PM 09/18/2007

FILED 06:19 PM 09/18/2007

SRV 071028517 - 0944437 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is ENERGYSOLUTIONS DIVERSIFIED SERVICES, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on September 17, 2007

/s/ Suzanne Rose

Suzanne Rose, Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:58 PM 09/13/2007

FILED 05:58 PM 09/13/2007

SRV 071015931 - 0944437 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of NUKEM Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:

The name of the corporation is EnergySolutions Diversified Services, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 4th day of September, 2007.

By:	/s/ Val J. Christensen
	Authorized Officer
Title:	General Counsel, Secretary
Name:	Val J. Christensen
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 08/08/2006

FILED 03:13 PM 08/08/2006

SRV 060742263 - 0944437 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of RWE NUKEM Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered First so that, as amended, said Article shall be and read as follows:

The name of the Corporation is NUKEM Corporation

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 8th day of August, 2006.

By:	/s/ John M. Raymont, Jr.
	Authorized Officer
Title:	President and Chief Executive Officer
Name:	John M. Raymont, Jr.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/20/2001

010465409 - 0944437

Certificate Of Amendment Of Certificate Of Incorporation of

NUKEM Nuclear Technologies Corporation

It is hereby certified that:

1. The name of the corporation (hereinafter called the Corporation) is NUKEM Nuclear Technologies Corporation.

2. The certificate of incorporation of the Corporation is hereby amended by striking out the Article First thereof and by substituting in lieu of said Article the following new Article:

First: The name of the Corporation is RWE NUKEM Corporation.

3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on September 17^th, 2001.

NUKEM NUCLEAR TECHNOLOGIES CORPORATION
By:	/s/ John M. Raymont, Jr.
	John M. Raymont, Jr., President and CEO

NUKEM CONFIDENTIAL

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/27/1996

960056926 - 944437

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

WASTECHEM CORPORATION

WasteChem Corporation (the “Corporation), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on September 15, 1982.

SECOND: The Board of Directors of said Corporation has adopted the following amendment to Article FIRST of the Certificate of Incorporation of said Corporation so that, as amended, said Article shall be and read as follows:

“FIRST: The name of the Corporation is NUKEM Nuclear Technologies Corporation.”

THIRD: A resolution proposing the foregoing amendment was duly adopted by the Board of Directors of the Corporation on December 14, 1995, and was approved by the sole stockholder of the Corporation on December 14, 1995.

FOURTH: The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be executed by its duly authorized officers this 23rd day of February 1995.

WASTECHEM CORPORATION
By:	/s/ Rüdiger König
Name:	Rüdiger König
Title:	President

Attest:
By:	/s/ John Raymont
	John Raymont, Secretary

CERTIFICATE OF INCORPORATION   OF   WASTECHEM CORPORATION

FIRST: The name of the corporation is WasteChem Corporation

SECOND: The registered office of the corporation is to be located at 306 South State Street in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at such address is the United States Corporation Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of common stock which the corporation shall have the authority to issue is 100 shares, without par value.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Michael D. McManus	70 Pine Street New York, N.Y.

SIXTH: The name and address of each of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualified are as follows:

Name	Address
Wolfgang Mack	c/o Werner & Pfleiderer Corporation 663 East Crescent Avenue Ramsey, New Jersey 07446
Leif Lundquist	c/o Werner & Pfleiderer Corporation 663 East Crescent Avenue Ramsey, New Jersey 07446

Name	Address
Peter Jelinek	c/o NUKEM GmbH Postfach 110080 D-6450 Hanau 11 Federal Republic of Germany
Leo Macklin	c/o Transnuclear, Inc. One North Broadway White Plains, New York
Stephen R. Beck	c/o Werner & Pfleiderer Corporation 663 Bast Crescent Avenue Ramsey, New Jersey 07446

SEVENTH: The certificates representing the shares of common stock of the corporation shall have the following legend noted conspicuously on the back thereof:

This certificate and the shares it represents are held subject to the provisions of a Shareholders Agreement dated as of September 1, 1982, a copy of which Agreement is on file and may be examined at the principal office of the Corporation, and any sale, pledge, gift, be-quest, transfer, assignment, encumbrance or other disposition of this certificate in violation of said Agreement shall be invalid.

EIGHTH: Election of directors need not be by written ballot.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this Certificate of Incorporation this 9th day of September, 1982.

/s/ Michael D. McManus

Incorporator

Michael D. McManus

EX-3.18

Exhibit 3.18

AMENDMENT TO BYLAWS OF

NUKEM CORPORATION

THIS AMENDMENT TO BYLAWS (the “Amendment”) of Nukem Corporation, a Delaware corporation, amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from Nukem Corporation to EnergySolutions Diversified Services, Inc.

The foregoing Amendment to Bylaws was duly approved by the Board of Directors of the Company on September 4, 2007.

Nukem Corporation
By:	/s/ Val J. Christensen
	Val J. Christensen, Secretary

RWE NUKEM Corp.

BY-LAWS

OF

RWE NUKEM CORPORATION

Adopted September 21, 1982

Amended October 9, 2000

Amended October 9, 2001

Amended October 30, 2003

BY-LAWS

OF

RWE NUKEM CORPORATION

Table of Contents

	Page
ARTICLE I – OFFICES		1
Section 1.1 – Registered Office		1
Section 1.2 – Principal Place of Business		1
Section 1.3 – Other Offices		1
ARTICLE II – MEETINGS OF STOCKHOLDERS		1
Section 2.1 – Annual Meetings		1
Section 2.2 – Special Meetings		1
Section 2.3 – Notice of Meetings		2
Section 2.4 – Quorum		2
Section 2.5 – Voting		3
Section 2.6 – Actions Requiring Consent of Stockholders Holding Forty Percent or More Shares		3
Section 2.7 – Business Transacted		4
Section 2.8 – Action Without a Meeting		4
ARTICLE III – BOARD OF DIRECTORS		4
Section 3.1 – Responsibility		4
Section 3.2 – Number and Term		4
Section 3.3 – Resignations		4
Section 3.4 – Removal		4
Section 3.5 – Vacancies		5
Section 3.6 – Place and Time of Meetings		5
Section 3.7 – Annual Meeting		5
Section 3.8 – Regular and Special Meetings		5
Section 3.9 – Notice		5
Section 3.10 – Quorum		6
Section 3.11 – Voting		6
Section 3.12 – Action Without a Meeting		6
Section 3.13 – Telephone Meetings		6
Section 3.14 – Compensation of Directors		6
Section 3.15 – Actions Requiring Approval by the Board of Directors		7
Section 3.16 – Chairman and Vice-Chairman of the Board		9
Section 3.17 – Delegation of Board Authority		9

I

BY-LAWS

OF

RWE NUKEM CORPORATION

	Page
ARTICLE IV – OFFICERS		9
Section 4.1 – Officers		9
Section 4.2 – Other Officers and Agents		10
Section 4.3 – President		10
Section 4.4 – Vice President		10
Section 4.5 – Treasurer		10
Section 4.6 – Secretary		11
Section 4.7 – Assistant Treasurers and Assistant Secretaries		11
Section 4.8 – Removal; Resignations; Vacancies		11
Section 4.9 – Compensation of the Officers		11
ARTICLE V – STOCK AND STOCK RECORDS		12
Section 5.1 – Certificates of Stock		12
Section 5.2 – Legend		12
Section 5.3 – Lost Certificates		12
Section 5.4 – Transfer of Shares		13
Section 5.5 – Stockholders Record Date		13
Section 5.6 – Registered Stockholders		13
Section 5.7 – Stockholder List		13
Section 5.8 – Dividends		14
ARTICLE VI – MISCELLANEOUS		14
Section 6.1 – Seal		14
Section 6.2 – Fiscal Year		14
Section 6.3 – Checks and Notes		14
Section 6.4 – Notice and Waiver of Notice		15
Section 6.5 – Indemnification		15
ARTICLE VII – AMENDMENTS		16

II

BY-LAWS

OF

RWE NUKEM CORPORATION

ARTICLE I - OFFICES

SECTION 1.1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be maintained at the offices of Corporation Service Company, Attn: Representation Services Department, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

SECTION 1.2. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the corporation shall be maintained at 3800 Fernandina Road, Suite 200, Columbia, SC 29210.

SECTION 1.3. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place(s) as the Board of Directors (the “Board”) may from time to time determine or the business of the corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 2.1. ANNUAL MEETINGS. Annual meetings of stockholders for the review and approval of the annual audit report, exoneration of directors and officers, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board fails to so determine the time, date and meeting place, the annual meeting of stockholders shall be held at the principal place of business of the corporation within four (4) months of the end of the fiscal year or within sixty (60) days of receipt of the audited annual financial records, whichever is sooner. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.

SECTION 2.2. SPECIAL MEETINGS. Special meetings of stockholders, for any purpose, unless otherwise prescribed by statute, may be held upon the written request of the Chairman of the Board, the President, the Secretary, or any stockholder holding forty percent (40%) or more of the outstanding shares of stock of the corporation entitled to vote. Such request shall state the purpose of the proposed meeting. Special meetings of stockholders may be held at such time and place as may be agreed upon by the stockholders or, if no agreement is reached, then at the principal place of business of the corporation, in any case as shall be stated in the call and notice of the meeting.

PAGE 1 OF 16

BY-LAWS

OF

RWE NUKEM CORPORATION

SECTION 2.3. NOTICE OF MEETINGS. Written notice, stating the place, date and hour of any annual or special meeting, and the nature of the business to be considered, shall be given by the Chairman of the Board, the President or the Secretary to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting. A specific agenda detailing the matters to be considered shall be given no less than ten (10) days before the date of the meeting. Any and all notices provided pursuant to this Section shall be effected pursuant to SECTION 6.4 herein.

SECTION 2.4. QUORUM. Except as otherwise required by law, the presence, in person or by proxy, of stockholders holding two thirds of the outstanding shares of stock of the corporation entitled to vote shall constitute a quorum at all meetings of stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, or the Chairman shall adjourn the meeting. Any meeting of stockholders, annual or special, may adjourn to reconvene at the same or some other place and notice thereof shall be given to the stockholders at least ten (10) days prior to the date of the meeting; provided, however, that any reconvened meeting held for failure to reach a quorum shall be held at the corporation’s principal place of business. At any such reconvened meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed. At any meeting reconvened due to the absence of a quorum, any stockholder holding forty percent (40%) or more of the outstanding shares of stock of the corporation entitled to vote, if present or represented by proxy, shall constitute a quorum. Unless a new record date is fixed, only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 2.5. VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation shall be entitled to one vote, in person or by proxy, for each share of voting stock held by such stockholder. No proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and any question before the meeting shall be by ballot. All elections of directors shall be decided by the unanimous vote of stockholders holding forty percent (40%) or more of the outstanding shares of stock of the corporation entitled to vote; all other questions shall be decided by majority vote except as otherwise provided by law or as otherwise set forth in SECTION 2.6 hereof; provided however, that at any meeting reconvened due to the absence of a quorum as provided in SECTION 2.4 hereof, any stockholder holding forty percent (40%) or more of the issued and outstanding shares of stock of the corporation entitled to vote, if present or

PAGE 2 OF 16

BY-LAWS

OF

RWE NUKEM CORPORATION

represented by proxy, shall be able to take any action on any matter stated in the notice of the original meeting, including those actions set forth in SECTION 2.6 hereof.

SECTION 2.6. ACTIONS REQUIRING CONSENT OF STOCKHOLDERS HOLDING FORTY PERCENT OR MORE SHARES. Except as provided in SECTION 2.4 hereof, the following actions shall require the prior consent of each stockholder holding forty percent (40%) or more of the issued and outstanding shares of the stock of the corporation entitled to vote:

(a) Authorization of any additional voting shares; authorization of any non-voting shares; authorization of any securities, options or other rights convertible or exercisable for the purchase of any voting or non-voting shares; and the determination of the consideration payable therefor; authorization of any borrowings from stockholders;

(b) Application of any property or assets to the purchase, acquisition, redemption or other retirement of any voting shares, directly or indirectly;

(c) Entering into subordination arrangements and acts of any kind (including usufructuray rights), which may be considered as equity replacement;

(d) Merger or consolidation with or into any other corporation or dissolution of the corporation;

(e) Sale, lease, transfer or other disposition of substantially all of the assets or properties of the corporation;

(f) Amendment or change of the By-laws of the corporation;

(g) Amendment or change of the Certificate of Incorporation of the corporation;

(h) Employment of any President;

(i) Establishment of dividend policy in the event that such issue is referred to the stockholders as provided in SECTION 3.12 hereof; and

PAGE 3 OF 16

BY-LAWS

OF

RWE NUKEM CORPORATION

(j) Entering into contracts with persons who are close to the Board directors like family, partners or relatives as well as the entering into contracts with companies, in which such persons have greater than 5% shares or other commercial interests.

SECTION 2.7. BUSINESS TRANSACTED. The business of the meeting shall be limited to the matters stated in the notice of the meeting unless otherwise agreed to by the stockholders.

SECTION 2.8. ACTION WITHOUT A MEETING. Any action required to be taken, or which may be taken, at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III - BOARD OF DIRECTORS

SECTION 3.1. RESPONSIBILITY. Except as otherwise provided in SECTION 2.6 hereof, the business of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such power of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders or otherwise.

SECTION 3.2. NUMBER AND TERM. The Board of Directors shall consist of no more than seven (7) directors and each director shall be elected in accordance with the terms of this SECTION 3.2 and shall serve until his successor shall be elected following his earlier resignation, removal, or inability to carryout his duties as a director as determined by the stockholders. Each stockholder holding forty percent (40%) or more of the issued and outstanding shares of stock of the corporation shall be entitled to nominate up to three (3) persons for election as directors of the corporation. In addition to those directors designated by the stockholders, the President of the corporation shall also be a director.

SECTION 3.3. RESIGNATIONS. Any director may resign at any time by giving written notice to the Chairman of the Board, the Vice Chairman or the President and the Secretary of the corporation. Such resignation shall take effect at the time specified therein, or if no time be specified, upon receipt

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thereof. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.4. REMOVAL. Each director of the corporation shall be subject to removal at any time, with or without cause. Any stockholder entitled to designate a director pursuant to SECTION 3.2 hereof shall have the right to call a special meeting of the stockholders of the corporation at any time and from time to time for the purpose of removing from the Board any person designated by it as a director, and in such event, such removal shall be effected by the affirmative vote of each stockholder holding forty percent (40%) or more of the issued and outstanding shares of stock of the corporation entitled to vote.

SECTION 3.5. VACANCIES. In the event of any vacancy (occurring for any reason whatsoever) in the position of any director, the stockholder which, pursuant to SECTION 3.2 hereof, originally designated the director whose position became vacant shall designate a successor. The designated successor shall be nominated for election as a director of the corporation, and shall be elected upon the affirmative vote of each of the stockholders holding forty percent (40%) or more of the issued and outstanding shares of stock of the corporation entitled to vote.

SECTION 3.6. PLACE AND TIME OF MEETINGS. The Board of Directors may hold meetings, both regular and special, at such place, either within or without the State of Delaware, and at such time as it may from time to time determine.

SECTION 3.7. ANNUAL MEETING. An annual meeting of the Board of Directors shall be held on the same date and place as the annual meeting of stockholders.

SECTION 3.8. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board of Directors may be held at the corporation’s principal place of business or such other place as shall be agreed upon by unanimous decision of the directors and at such time as shall be designated in the notice of meeting whenever called by the Chairman of the Board, the Vice Chairman or the President. Meetings shall be presided over by the Chairman, or in his absence, by the Vice Chairman, or in the absence of both, by the President. The Secretary of the corporation shall act as secretary of the meeting, but in his absence the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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SECTION 3.9. NOTICE. The Secretary or, in his absence, any other officer of the corporation shall give each director notice of the place, date and hour of meetings of the Board of Directors at least thirty (30) days before the meeting or in matters of particular urgency at least one (1) day before the meeting, unless notice of such meeting is waived in writing by each director. In either event, notice shall be provided that contains the specific agenda of items to be discussed, and the business of the meeting shall be limited to the matters stated in such notice unless otherwise agreed to by the directors present at such meeting. Notice of a meeting need not be given to any director who submits a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Any and all notice provided pursuant to this section shall be effected according to SECTION 6.4 herein.

SECTION 3.10. QUORUM. At all meetings of the Board of Director, a simple majority of the total number of the directors shall constitute a quorum for the transaction of business, provided that at least one (1) director designated by each stockholder pursuant to SECTION 3.2 hereof shall be present, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present shall adjourn the meeting, and ten (10) days prior written notice of the date of the new meeting shall be given to each of the directors. At any reconvened meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. At such reconvened meeting, at least one third of the total number of directors, whether or not at least one (1) director designated by each stockholder pursuant to SECTION 3.2 hereof shall be present, shall constitute a quorum for the transaction of business. Any reconvened meeting called due to failure to acquire a quorum shall be held at the principal place of business of the corporation.

SECTION 3.11. VOTING. A super-majority or two-thirds (2/3) vote of all of the directors present at any meeting at which a quorum is present shall decide any question brought before such meeting.

SECTION 3.12. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing(s) are filed with the minutes of proceedings of the Board.

SECTION 3.13. TELEPHONE MEETINGS. Directors may participate in a meeting of the Board of Director, by means of conference telephone or similar communications equipment by means of which all persons

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participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.

SECTION 3.14. COMPENSATION OF DIRECTORS. The stockholders shall have authority to fix the compensation of directors. By resolution of the stockholders, the directors may be paid their expenses, if any, or a fixed sum, for attendance at each meeting of the Board, or a stated salary as director. Nothing herein contained shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.15. ACTIONS REQUIRING APPROVAL BY THE BOARD OF DIRECTORS. The following actions shall be taken only upon express approval of the Board of Directors:

(a) Adoption of the annual budget and business plan for total orders and sales, personnel plan, capital expenditures and source of funds, and material changes thereto;

(b) Entering into any loans and any other form of financing for the corporation and which cause the corporation’s outstanding debt obligations to exceed Five Hundred Thousand Dollars ($500,000);

(c) Change of the independent certified public accountants of the corporation;

(d) Entering into any agreements or performing activities which are not in the ordinary course of business of the corporation;

(e) Entering into any material agreements between the corporation and any of its stockholders and material changes and additions to and cancellation of such agreements;

(f) Commencement and settlement of lawsuits or arbitration proceedings with a financial risk of more than $100,000 or lawsuits or arbitration proceedings against stockholders;

(g) Giving and revocation of General Power of Attorney;

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(h) Hiring and terminating the employment of officers or non-officers with an annualized salary of more than $125,000;

(i) Recommendations to stockholders concerning additional capital contributions;

(j) Except if approved by the Board in the annual budget and business plan for the corporation, entering into and terminating license agreements regarding the intellectual property of the corporation associated with its goods and services;

(k) Establishing pension plans;

(l) Renewal or renegotiation of employment contract(s) with the President;

(m) Except if approved by the Board in the annual budget and business plan for the corporation, the sale of assets of the corporation or parts thereof with a value of more than $200,000;

(n) The acquisition of tangible assets i) that are not identified in the Board approved annual budget and business plan and exceed $100,000 individually or cumulatively exceed the greater of $150,000 or 10% of said investment budget; ii) that are identified by the Board approved annual budget and business plan, exceed $500,000, but are not fully covered by a customer contract; or iii) that have the Chairman’s approval at the time of investment and are identified by the Board approved annual budget and business plan, exceed $1,000,000, but are not fully covered by a customer contract;

(o) Except if approved by the Board in the annual budget and business plan for the corporation, acquisition or disposal of equity in other companies, incorporation and liquidation of subsidiaries or affiliated companies (apart from project companies), formation or dissolution of branches, and the formation or dissolution of business units;

(p) Except for short term loans of more than $50,000 for employees, the granting of loans;

(q) Except if approved by the Board in the annual budget and business plan for the corporation, the purchase,

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sale and encumbrance of buildings, real property or similar property rights;

(r) Assumption of guarantees, warranties, collateral assignments and similar securities not in the ordinary course of business of the corporation;

(s) Except if approved by the Board in the annual budget and plan for the corporation, the infusion or recall of the long-term debt of subsidiaries or affiliated companies or the increase or decrease of the equity of subsidiaries or affiliated companies other than distributions from current operations;

(t) All forward exchange rating, commodity futures trading, forward exchange transactions derivative or similar business, to the extent they are not exclusively for hedging;

(u) Entering into contracts where either the liability exceeds the value of the contract or which do not exclude any liability for indirect or consequential damages;

(v) Charitable donations to political parties, otherwise charitable donations in excess of $10,000 per year;

(w) Submission of binding offers and the entering into contracts with a sales volume in excess of $10,000,000;

(x) Approvals by instruction, consent, votes or in any other way with regard to companies that the Company has an equity interest where such approvals, prorated by the equity interest, exceed the authorities of the Company as documented herein; and

(y) Entering, amendment, or termination of collective labor contracts of material relevance to the company.

SECTION 3.16. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD. The Board of Directors shall designate and elect the Chairman and the Vice-Chairman from among those of its members which have been elected upon designation by the Shareholders.

SECTION 3.17. DELGATION OF BOARD AUTHORITY. By a resolution of directors, the Board of Directors may delegate its authority for the

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actions identified in SECTION 3.15 in whole or in part to two to three directors or the Chairman.

ARTICLE IV - OFFICERS

SECTION 4.1. OFFICERS. The officers of the corporation shall be a President, and may be one or more Vice Presidents and a Secretary. All officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified, or until their earlier resignation or removal. The function of Treasurer may be performed by a Vice President or by another employee of the corporation appointed by the Board. In addition, the Board may elect further Vice Presidents, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as it may deem proper. Except as otherwise provided in SECTION 4.3 hereof, none of the officers of the corporation need be directors. More than two offices may be held by the same person.

SECTION 4.2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board.

SECTION 4.3. PRESIDENT. The President shall be the Chief Executive Officer of the corporation. He shall have general supervision, direction and control of the business of the corporation; and he shall have the general powers and duties of the supervision and management usually vested in the office of president of a corporation. The President shall serve as a director of the corporation. In the absence of the Chairman and Vice Chairman of the Board, the President shall preside at all meetings of stockholders and of the Board of Directors. Except as the Board shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it. When so affixed, the seal shall be attested by the signature of the Secretary or an Assistant Secretary.

Within the limits prescribed in these By-Laws and as otherwise directed by a resolution of directors, the President shall be authorized to carry out the day to day business of the corporation and to represent and bind the corporation in its relations with third parties by delegation of authority from the Board of Directors. The President shall inform the Board of Directors as soon as reasonably practicable about exceptional or extraordinary matters which are of material significance to the business of the corporation. Measures requiring Board approval may be carried out by the President without the necessary approval in cases of urgency if it is not possible to obtain approval on time, if

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execution of the business is necessary to avoid damages being sustained by the corporation and if the President has a reasonable belief that approval would be forthcoming with knowledge of the facts and circumstances. Approval of such urgent actions taken is to be obtained retroactively as soon as reasonably practicable in such cases.

SECTION 4.4. VICE PRESIDENT. The Vice President may perform the function of Treasurer or Secretary and shall have such power and shall perform such duties as shall be assigned to him by the Board of Directors.

SECTION 4.5. TREASURER. The Treasurer, if one be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board or the President, taking proper vouchers for such disbursements. He shall render to the President and the Board, however they may request, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board, he shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety as the Board shall prescribe.

SECTION 4.6. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or these By-Laws. In case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, the Board, or the stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of stockholders and of the Board in book(s) to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board, shall affix the same to any instrument requiring it. When so affixed, the seal shall be attested by his signature or by the signature of an Assistant Secretary.

SECTION 4.7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any be elected, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

SECTION 4.8. REMOVAL; RESIGNATIONS; VACANCIES. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board. SECTION 3.3 of these By-Laws shall also apply to

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resignations of officers. Subject to SECTION 4.1 hereof, any vacancy occurring in any office of the corporation may be filled by the Board.

SECTION 4.9. COMPENSATION OF THE OFFICERS. Compensation of the President and any Vice President(s) shall be determined by the Board of Directors, provided, however, that the compensation of the President shall be as provided in his employment agreement for the term thereof. The Board of Directors may designate a Personnel Committee, consisting of the Chairman and the Vice-Chairman, which will unanimously determine the compensation and the review of the compensation of the President and the Vice Presidents.

ARTICLE V - STOCK AND STOCK RECORDS

SECTION 5.1. CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the corporation. Where a. certificate is countersigned by (1) a transfer agent or (2) a registrar, other than the corporation or its employee, the signatures of the officers may be facsimiles.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided by law, in lieu of the foregoing requirements there may be set forth on the face or back of any such certificate a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 5.2. LEGEND. The following legend shall be noted conspicuously on each certificate of stock of the corporation:

This certificate and the shares it represents are held subject to the provisions of a Shareholder Agreement dated MMMM DD, YYYY, a copy of which Agreement is on file and may be examined at the principal office of the Corporation,

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and any sale, pledge, gift, bequest, transfer, assignment, encumbrance or other disposition of this certificate in violation of said Agreement shall be invalid.

SECTION 5.3. LOST CERTIFICATES. The Board of Directors may direct that a new certificate be issued in place of any certificate(s) theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate(s) to be lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board may, in its discretion and as a condition precedent to such issuance, require the owner of such lost, stolen or destroyed certificate(s), or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate(s) alleged to have been lost, stolen or destroyed.

SECTION 5.4. TRANSFER OF SHARES. The shares of stock of the Corporation shall be transferable upon its books only by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificate(s), duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the Board of Directors may designate, by whom they shall be cancelled, and new certificate(s) shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 5.5. STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, to express consent to corporate action in writing without a meeting, to receive payment of any dividend or other distribution or allotment of any rights, to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

SECTION 5.6. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of, and to hold

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liable for calls and assessments, a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share(s) on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

SECTION 5.7. STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall, at least ten (10) days before each meeting of stockholders, prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing meeting, with the number of shares held by each. The list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.8. DIVIDENDS. Except as otherwise provided in this SECTION 5.8, the Board of Directors may, out of funds legally available therefor, declare dividends upon the capital stock of the corporation as and when they deem expedient. Dividends may be paid in cash, property, or shares of the capital stock of the corporation. Before declaring any dividend, there may be set aside out of any funds of the corporation available for dividends such sum(s) as the Board from time to time in its discretion deems proper for working capital, as a reserve fund to meet contingencies, for equalizing dividends, or for such other purpose as the Board shall deem conducive to the interests of the corporation, and the Board may modify or abolish any such reserve in the manner in which it was created. In the event that the establishment of dividend policy is referred to the stockholders in accordance with SECTION 3.12 hereof and the stockholders holding forty percent (40%) or more of the issued and outstanding shares of stock of the corporation entitled to vote shall be unable to agree, as provided in SECTION 2.6(i) hereof, on a dividend policy for any fiscal year, a dividend for that year shall be deemed to have been declared in an amount equal to twenty-five percent (25%) of the after-tax profits of the corporation for that year stated in the corporation’s statements of income, as audited by the corporation’s auditors; provided, however, that no dividend shall be deemed declared pursuant to this SECTION 5.8 for any fiscal year up to and including fiscal year 1987.

ARTICLE VI - MISCELLANEOUS

SECTION 6.1. SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its organization and the words “CORPORATE SEAL, DELAWARE.” The seal may be used by

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causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 6.2. FISCAL YEAR. The fiscal year of the corporation shall be determined by the Board of Directors.

SECTION 6.3. CHECKS AND NOTES. All checks, drafts, or other orders for the payment of money, and notes or other evidences of indebtedness, issued in the name of the corporation shall be signed by such officer(s) or agent(s) of the corporation, and in such manner as shall be determined from time to time by the Board of Directors.

SECTION 6.4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by law or these By-Laws to be given, personal notice is not meant unless expressly stated. Any notice so required shall be deemed to be sufficient if provided by electronic mail or by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provided by law.

Whenever any notice whatever is required by law or these By-Laws to be given, a waiver thereof in writing signed by the person(s) entitled to notice, whether before or after the time stated therein, shall be deemed proper notice.

SECTION 6.5. INDEMNIFICATION. The Corporation shall indemnify to the fullest extent permitted by or provided for in the Business Corporation Laws of Delaware any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of the Corporation or any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, in which any director or officer of the Corporation heretofore or hereafter served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of the commencement, the threat of the commencement of and/or continuation of such action or proceeding, or any appeal therein.

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The indemnification provided by the proceeding paragraph shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the Certificate of Incorporation or By-Laws, or a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgement or other final adjudication adverse to the director or officer establishes that his acts were committed to bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

The Corporation shall have power to purchase and maintain insurance to indemnify (i) the Corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article, (ii) directors and officers in instances in which they may be indemnified by the Corporation under the provisions of this Article, and (iii) the Corporation for any obligation which incurs and directors and officers under any indemnification provided in the Certificate of Incorporation or By-Laws, a resolution of shareholders, a resolution of directors, or any agreement.

The intent of the foregoing indemnification provisions is both to provide and to expand upon the indemnification provided by the Delaware Business Corporation Laws as from time to time amended so as to maintain and continue to attract persons of high quality to serve the Corporation as officers, directors, employees, agents on in similar capacities.

ARTICLE VII - AMENDMENTS

These By-Laws may be altered, amended or repealed, and By-Laws may be made, in accordance with SECTION 2.6 hereof, at any meeting of stockholders if notice thereof is contained in the notice of such meeting or if all stockholders entitled to vote thereon, consent thereto.

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EX-3.19

Exhibit 3.19

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: The name of this Corporation is EnergySolutions Federal EPC, Inc.

• Second: Its registered office in the state of Delaware is to be located at c/o National Registered Agents Inc., 160 Greentree Drive, Suite 101, in the city of Dover, County of Kent Zip Code 19904. The registered agent in charge thereof is National Registered Agents Inc.

• Third: The purpose of the corporation is to engage in any lawful act activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total stock of this corporation is authorized to issue is 10,000 shares (number of authorized shares) with a par value of $0.01 per share.

• Fifth: The name and mailing address of the incorporate are as follows:

Name: Jeanna M. Baker, Director of Legal Services

Mailing Address:	EnergySolutions
	423 West 300 South, Suite 200
	Salt Lake City, Utah 84101

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 2^nd day of April, A.D. 2007.

BY:	/s/ Jeanna M. Baker
	(Incorporator)
Name:	Jeanna M. Baker
	Director of Legal Services

EX-3.20

Exhibit 3.20

BY-LAWS

OF

ENERGYSOLUTIONS FEDERAL EPC, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be shall be c/o National Registered Agents Inc., 160 Greentree Drive, Suite 101, Dover, Delaware, 19904.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect directors and transact such other business as may properly be brought before the meeting. Written notice of each annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Special Meetings. Special meetings of stockholders may be called by the President or the Board of Directors. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-laws, (i) any question brought before any meeting of stockholders shall be decided by the vote

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of the holders of a majority of the stock represented and entitled to vote thereat and (ii) each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three (3) years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholders and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 7. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 6 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than one director, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. At each annual meeting of stockholders beginning with the first, successor directors shall be elected. Each director shall hold office until the ensuing meeting and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, or removal.

Directors of the Corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 2. Vacancies. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Corporation’s Certificate of Incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

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Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or any two directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the time of the meeting, by telephone, electronic facsimile or electronic mail not less than twenty-four (24) hours before the time of the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by law, the Corporation’s Certificate of Incorporation or these By-laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise provided by the Corporation’s Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Corporation’s Certificate of Incorporation or these By-laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 of this Article III shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The offices of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. The Board of Directors, in its discretion, may also choose one Treasurer and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Corporation’s Certificate of Incorporation or these By-laws. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

Section 2. Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries and other compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

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Section 4. The President. The President shall be the chief executive officer and the chief operating officer of the Corporation, shall have general direction of the business and affairs of the Corporation and general supervision over its several officers, subject, however, to the control of the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President may sign, with the Secretary or Assistant Secretary, certificates representing shares of stock of the Corporation. The President shall execute and deliver, in the name and on behalf of the Corporation, (i) contracts or other instruments authorized by the Board of Directors and (ii) contracts or instruments in the usual and regular course of business except in cases when the execution and delivery thereof shall be expressly delegated or permitted by the Board of Directors or by these By-laws to some other officer or agent of the Corporation, and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board of Directors or as are prescribed by these By-laws.

Section 5. Vice Presidents. Vice Presidents, if there be any, shall perform such duties and may exercise such other powers as from time to time may be assigned to him by these By-laws or by the Board of Directors. The Vice President may sign certificates of stock of the Corporation. In the absence or disability of the President, a Vice President may preside at meetings of the stockholders and the Board of Directors.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 7. Treasurer. The Treasurer, if there be one, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 8. Assistant Secretaries. Except as may be otherwise provided in these By-laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s disability

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or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 9. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 10. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the President or a Vice President and (ii) by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder of stock in the Corporation.

Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be

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more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Corporation’s Certificate of Incorporation or these By-laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by electronic facsimile, or electronic mail (E-mail).

Section 2. Waivers of Notice. Whenever any notice is required by law, the Corporation’s Certificate of Incorporation or these By-laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Corporation’s Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal, if there shall be one, shall be in such form as the Board of Directors may prescribe.

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ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings Other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer, of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

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Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 of this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 of this Article VIII shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be required by the Board of Directors to be paid (upon such terms and conditions, if any, as the Board deems appropriate) by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 of Section 2 of this Article VIII but

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whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such indemnification relates to such person’s acts while serving in any of the foregoing capacities, of such constituent corporation, as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

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ARTICLE IX

AMENDMENTS

Section 1. Except as otherwise provided in the Corporation’s Certificate of Incorporation, these By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. Except as otherwise provided in the Corporation’s Certificate of Incorporation, all such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

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EX-3.21

Exhibit 3.21

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is: ENERGYSOLUTIONS FEDERAL SERVICES OF HANFORD, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to: 160 Greentree Drive, Suite 101, City of Dover, 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 8, 2007

/S/ Paul J. Hagan

Paul J. Hagan, Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:43 PM 02/09/2007

FILED 05:43 PM 02/09/2007

SRV 070150300 - 3491167 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:45 PM 09/11/2006

FILED 06:45 PM 09/11/2006

SRV 060839117 - 3491167 FILE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

DURATEK FEDERAL SERVICES OF HANFORD, INC.

The undersigned secretary of the Corporation certifies that on September 7, 2006, the members of the Board of Directors (the “Board”) of Duratek Federal Services of Hanford, Inc., a Delaware corporation, pursuant to Section 141(f) of the Delaware General Corporation Law, hereby adopted the following resolutions:

FIRST: That the Board has determined that it is recommended and in the best interest of the Corporation and the shareholder of the Corporation to amend its Charter to change the name of the Corporation to EnergySolutions Federal Services of Hanford, Inc.

SECOND: That on September 7, 2006, the Corporation’s sole shareholder approved said recommended name change, and authorized and directed the Corporation to change its name to EnergySolutions Federal Services of Hanford, Inc. and to amend its Certificate of Incorporation to reflect the new name.

THIRD: That, pursuant to the aforesaid action of its sole shareholder, and in accordance with the provisions of Section 242 of the GCL, the Certificate of Incorporation of Duratek Federal Services of Hanford, Inc., is hereby amended as follows:

By striking out the whole of ARTICLE ONE thereof as it now exists and inserting in lieu and instead of a new ARTICLE ONE, reading as follows:

ARTICLE ONE

The name of the Corporation is EnergySolutions Federal Services of Hanford, Inc.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on September 7, 2006.

By:	/s/ Suzanne A. Rose
	Authorized Officer
Title:	Assistant Secretary
Name:	Suzanne A. Rose

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 02/22/2002

020118782 - 3491167

CERTIFICATE OF INCORPORATION

OF

DURATEK FEDERAL SERVICES OF HANFORD, INC.

Article 1. NAME

The name of this corporation is Duratek Federal Services of Hanford, Inc. (the “Corporation”).

Article 2. REGISTERED OFFICE AND AGENT

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Article 3. PURPOSE AND POWERS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

Article 4. CAPITAL STOCK

The total number of shares of all classes of stock that the Corporation shall have the authority to issue is one thousand (1,000), of which all shares shall be Common Stock, all of one class, having a par value of $.01 per share (“Common Stock”).

Article 5. INCORPORATOR

The name and mailing address of the incorporator (the “Incorporator”) are Thomas S. Brennan, 111 South Calvert Street, Suite 1600, Baltimore, Maryland 21202.

Article 6. BOARD OF DIRECTORS

6.1. Number; Election

The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.

6.2. Management of Business and Affairs of the Corporation

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

6.3. Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article 6.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.

Article 7. AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.

Article 8. RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 8.

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, hereby certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this 22^nd day of February, 2002.

By:	/s/ Thomas S. Brennan
	Thomas S. Brennan
	Incorporator

EX-3.22

Exhibit 3.22

FIRST AMENDMENT TO BYLAWS OF

DURATEK FEDERAL SERVICES OF HANFORD, INC.

THIS FIRST AMENDMENT TO BYLAWS (the “Amendment”) of Duratek Federal Services of Hanford, Inc., a Delaware corporation, amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from Duratek Federal Services of Hanford, Inc. to EnergySolutions Federal Services of Hanford, Inc.

The foregoing First Amendment to Bylaws was duly approved by the Board of Directors of the Company on December 16, 2010.

ENERGYSOLUTIONS FEDERAL SERVICES OF HANFORD, INC.
By:	/s/ Jeanna Baker
	Jeanna Baker, Assistant Secretary

DURATEK FEDERAL SERVICES OF HANFORD, INC.

BYLAWS

Adopted

as of

February 22, 2002

TABLE OF CONTENTS

		Page
1.	OFFICES	1
	1.1.       Registered Office	1
	1.2.       Other Offices	1
2.	MEETINGS OF STOCKHOLDERS	1
	2.1.       Place of Meetings	1
	2.2.       Annual Meetings	1
	2.3.       Special Meetings	2
	2.4.       Notice of Meetings	2
	2.5.       Waivers of Notice	2
	2.6.       Business at Special Meetings	2
	2.7.       List of Stockholders	3
	2.8.       Quorum at Meetings	3
	2.9.       Voting and Proxies	3
	2.10.     Required Vote	4
	2.11.     Action Without a Meeting	4
3.	DIRECTORS	5
	3.1.       Powers	5
	3.2.       Number and Election	5
	3.3.       Nomination of Directors	5
	3.4.       Vacancies	5
	3.5.       Meetings	6
	3.5.1.  Regular Meetings	6
	3.5.2.  Special Meetings	6
	3.5.3.  Telephone Meetings	6
	3.5.4.  Action Without Meeting	6
	3.5.5.  Waiver of Notice of Meeting	7
	3.6.       Quorum and Vote at Meetings	7
	3.7.       Committees of Directors	7
	3.8.       Compensation of Directors	8
4.	OFFICERS	8
	4.1.       Positions	8
	4.2.       Chairperson	9
	4.3.       President	9
	4.4.       Vice President	9
	4.5.       Secretary	9
	4.6.       Assistant Secretary	10
	4.7.       Treasurer	10

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	4.8.       Assistant Treasurer	10
	4.9.       Term of Office	10
	4.10.     Compensation	10
	4.11.     Fidelity Bonds	11
5.	CAPITAL STOCK	11
	5.1.       Certificates of Stock; Uncertificated Shares	11
	5.2.       Lost Certificates	11
	5.3.       Record Date	12
	5.3.1.    Actions by Stockholders	12
	5.3.2.    Payments	12
	5.4.       Stockholders of Record	13
6.	INDEMNIFICATION; INSURANCE	13
	6.1.       Authorization of Indemnification	13
	6.2.       Right of Claimant to Bring Action Against the Corporation	14
	6.3.       Non-exclusivity	15
	6.4.       Survival of Indemnification	15
	6.5.       Insurance	15
7.	GENERAL PROVISIONS	16
	7.1.       Inspection of Books and Records	16
	7.2.       Dividends	16
	7.3.       Reserves	16
	7.4.       Execution of Instruments	16
	7.5.       Fiscal Year	16
	7.6.       Seal	17

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BYLAWS

OF

Duratek Federal Services of Hanford, Inc.

1. OFFICES

1.1. Registered Office

The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent in charge thereof shall be The Corporation Trust Company.

1.2. Other Offices

The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.

2. MEETINGS OF STOCKHOLDERS

2.1. Place of Meetings

All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors or the President.

2.2. Annual Meetings

Unless directors are elected by written consent in lieu of an annual meeting, the Corporation shall hold annual meetings of stockholders, commencing with the year 2001, on such date and at such time as shall be designated from time to time by the Board of Directors, the Chairperson or the President, at which stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If a written consent electing directors

is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

2.3. Special Meetings

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, the Chairperson or the President.

2.4. Notice of Meetings

Notice of any meeting of stockholders, stating the place, date and hour of the meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Section 222 (or any successor section) of the Delaware General Corporation Law.

2.5. Waivers of Notice

Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and delivered to the Corporation, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

2.6. Business at Special Meetings

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice (except to the extent that such notice is

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waived or is not required as provided in the Delaware General Corporation Law or these Bylaws).

2.7. List of Stockholders

After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place in the city where the meeting is to be held, which place is to be specified in the notice of the meeting, or at the place where the meeting is to be held. Such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting.

2.8. Quorum at Meetings

Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

2.9. Voting and Proxies

Unless otherwise provided in the Delaware General Corporation Law or in the Corporation’s Certificate of Incorporation, and subject to the other

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provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period, A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

2.10.   Required Vote

When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control with respect to that vote on that matter. Where a separate vote by a class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

2.11.   Action Without a Meeting

Any action required or permitted to be taken at a stockholders’ meeting may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power equal to not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation in the manner prescribed by the Delaware General Corporation Law for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty days of the delivery of the earliest-dated consent. Written notice of the action taken shall be given in accordance with the Delaware General Corporation Law to all stockholders who do not participate in taking the action who would have been entitled to notice if such action had been

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taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

3. DIRECTORS

3.1. Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law.

3.2. Number and Election

The number of directors which shall constitute the whole board shall not be fewer than one (1) nor more than seven (7). The first board shall consist of two (2) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors.

3.3. Nomination of Directors

The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any Corporation stockholder, provided such other nomination(s) are submitted in writing to the Secretary of the Corporation no later than 90 days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the Corporation’s stock owned, directly or indirectly, by the nominator. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.4 hereof, and each director elected shall hold office until such director’s successor is elected and qualified or until the director’s earlier death, resignation or removal. Directors need not be stockholders.

3.4. Vacancies

Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are

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entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until the next election of directors of the class to which such director was appointed, and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal. In the event that one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal.

3.5. Meetings

3.5.1.   Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.5.2.   Special Meetings

Special meetings of the Board may be called by the Chairperson or President on one day’s notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram or facsimile transmission, and on five days’ notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.

3.5.3.   Telephone Meetings

Members of the Board of Directors may participate in a meeting of the board by any communication by means of which all participating directors can simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.5.4.   Action Without Meeting

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all

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members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and delivered to the Corporation for inclusion in the minute book.

3.5.5.   Waiver of Notice of Meeting

A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.6. Quorum and Vote at Meetings

At all meetings of the board, a quorum of the Board of Directors consists of a majority of the total number of directors prescribed pursuant to Section 3.2 of these Bylaws. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.

3.7. Committees of Directors

The Board of Directors may designate one or more committees, each committee to consist of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General

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Corporation Law to be submitted to stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

3.8. Compensation of Directors

The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

4. OFFICERS

4.1. Positions

The officers of the Corporation shall be a President, a Secretary and a Treasurer, and such other officers as the Board of Directors (or an officer authorized by the Board of Directors) from time to time may appoint, including one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person, except that in no event shall the President and the Secretary be the same person. As set forth below, each of the Chairperson, President, and/or any Vice President may execute bonds, mortgages and other contracts under the seal of the Corporation, if required, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

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4.2. Chairperson

The Chairperson shall (when present) preside at all meetings of the Board of Directors and stockholders, and shall ensure that all orders and resolutions of the Board of Directors and stockholders are carried into effect. The Chairperson may execute bonds, mortgages and other contracts, under the seal of the Corporation, if required, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.3. President

The President shall be the chief operating officer of the Corporation and shall have full responsibility and authority for management of the day-to-day operations of the Corporation. The President may execute bonds, mortgages and other contracts, under the seal of the Corporation, if required, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.4. Vice President

In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.

4.5. Secretary

The Secretary shall have responsibility for preparation of minutes of meetings of the Board of Directors and of the stockholders and for authenticating records of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary or an Assistant Secretary may also attest all instruments signed by any other officer of the Corporation.

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4.6. Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary.

4.7. Treasurer

The Treasurer shall be the chief financial officer of the Corporation and shall have responsibility for the custody of the corporate funds and securities and shall see to it that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation. The Treasurer shall render to the Chairperson, the President, and the Board of Directors, upon request, an account of all financial transactions and of the financial condition of the Corporation.

4.8. Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer.

4.9. Term of Office

The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.

4.10. Compensation

The compensation of officers of the Corporation shall be fixed by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the compensation of such other officers.

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4.11.   Fidelity Bonds

The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5. CAPITAL STOCK

5.1. Certificates of Stock; Uncertificated Shares

The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed in the name of the Corporation by the Chairperson, President or any Vice President, and by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.2. Lost Certificates

The Board of Directors, Chairperson, President or Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the board or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as the board or such officer shall require and/or to give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the board or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.

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5.3. Record Date

5.3.1.   Actions by Stockholders

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

5.3.2.   Payments

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the

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date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.4. Stockholders of Record

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise may be provided by the Delaware General Corporation Law.

6. INDEMNIFICATION; INSURANCE

6.1. Authorization of Indemnification

Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall

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indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation (and such successor) the expenses (including attorneys’ fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the Delaware General Corporation Law requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.1 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.

6.2. Right of Claimant to Bring Action Against the Corporation

If a claim under Section 6.1 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under Section 6.1, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner provided under the Delaware General Corporation Law) to have made a determination prior to or after the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the

- 14 -

Corporation (in the manner provided under the Delaware General Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the claimant has not met the applicable standard of conduct.

6.3. Non-exclusivity

The rights to indemnification and advance payment of expenses provided by Section 6.1 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.4. Survival of Indemnification

The indemnification and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 6.1 hereof shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, partner or agent and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.

6.5. Insurance

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

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7. GENERAL PROVISIONS

7.1. Inspection of Books and Records

Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom, A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

7.2. Dividends

The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware.

7.3. Reserves

The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

7.4. Execution of Instruments

All checks, drafts or other orders for the payment of money, and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.5. Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

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7.6. Seal

The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

- 17 -

EX-3.23

Exhibit 3.23

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:10 AM 02/14/2011

FILED 10:10 AM 02/14/2011

SRV 110153280 - 2211929 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of EnergySolutions Federal Services, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “One” so that, as amended, said Article shall be and read as follows:

The name of the corporation is EnergySolutions Government Group, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11 day of February, 2011.

By:	/s/ Heidi Nakaishi
	Authorized Officer
Title:	Assistant Secretary
Name:	Heidi Nakaishi
	Print or Type

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is: ENERGY SOLUTIONS FEDERAL SERVICES, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to: 160 Greentree Drive, Suite 101, City of Dover, 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on September 14, 2006.

/s/ Paul J. Nagan

Paul J. Nagan, Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:47 PM 09/19/2006

FILED 01:16 PM 09/19/2006

SRV 060862356 - 2211929 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:45 PM 09/11/2006

FILED 06:45 PM 09/11/2006

SRV 060839123 - 2211929 FILE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

DURATEK FEDERAL SERVICES, INC.

The undersigned secretary of the Corporation certifies that on September 7, 2006, the members of the Board of Directors (the “Board”) of Duratek Federal Services, lnc., a Delaware corporation, pursuant to Section 141 (f) of the Delaware General Corporation Law, hereby adopted the following resolutions:

FIRST: That the Board has determined that it is recommended and in the best interest of the Corporation and the shareholder of the Corporation to amend its Charter to change the name of the Corporation to EnergySolutions Federal Services, Inc.

SECOND: That on September 7, 2006, the Corporation’s sole shareholder approved said recommended name change, and authorized and directed the Corporation to change its name to EnergySolutions Federal Services, Inc. and to amend its Certificate of Incorporation to reflect the new name.

THIRD: That, pursuant to the aforesaid action of its sole shareholder, and in accordance with the provisions of Section 242 of the GCL, the Certificate of Incorporation of Duratek Federal Services, Inc., is hereby amended as follows:

By striking out the whole of ARTICLE ONE thereof as it now exists and inserting in lieu and instead of a new ARTICLE ONE, reading as follows:

ARTICLE ONE

The name of the Corporation is EnergySolutions Federal Services, Inc.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on September 7, 2006.

By:	/s/ Suzanne A. Rose
	Authorized Officer
Title:	Assistant Secretary
Name:	Suzanne A. Rose

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

DURATEK TECHNICAL SERVICES, INC.

WITH AND INTO

DURATEK FEDERAL SERVICES, INC.

(Pursuant to Section 253 of the

Delaware General Corporation Law)

Duratek Federal Services, Inc., a Delaware corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The Corporation owns all of the outstanding shares of common stock (the only outstanding class of stock) of Duratek Technical Services, Inc. (the “Subsidiary”), a corporation incorporated on the 22^nd day of July, 1992 under the name Waste Management Hanford, Inc., pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND: The Corporation, by resolutions (the “Resolutions of Merger”) duly adopted by the unanimous written consent of its Board of Directors, dated December 28, 2001, determined to effect a merger of the Subsidiary into itself, pursuant to Section 253 of the DGCL, in which the Corporation shall be the surviving corporation (the “Merger”). A true and correct copy of the Resolutions of Merger is annexed hereto as Exhibit A and incorporated herein by reference. The Resolutions of Merger have not been amended, modified, rescinded or revoked and are in full force and effect on the date hereof.

THIRD: The Merger shall become effective at 11:59 p.m. on December 31, 2001.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:03 AM 12/31/2001

010678383 - 2277929

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 28th day of December, 2001.

DURATEK FEDERAL SERVICES, INC.
By:	/s/ Robert F. Shawver
	Name:	Robert F. Shawver
	Office:	Executive Vice President and Chief Financial Officer

EXHIBIT A

RESOLUTIONS OF MERGER

WHEREAS, Duratek Federal Services, Inc., a Delaware corporation (the “Corporation”), owns all of the outstanding shares of the capital stock of Duratek Technical Services, Inc., a Delaware corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”);

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”);

RESOLVED, FURTHER, that the Corporation shall be the corporation surviving the Merger and shall continue its corporate existence under the DGCL, and shall possess all of the rights and assets of the constituent corporations and be subject to, and be deemed to have hereby assumed, all the liabilities and obligations of each of the constituent corporations in accordance with the provisions of the DGCL;

RESOLVED, FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof;

RESOLVED, FURTHER, that the Certificate of Incorporation of the Corporation, as amended, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the certificate of incorporation of the surviving corporation, until amended as provided by law;

RESOLVED, FURTHER, that the By-laws of the Corporation, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the By-laws of the surviving corporation until amended or repealed as therein provided;

RESOLVED, FURTHER, that the effective time of the Merger shall be 11:59 p.m. on December 31, 2001;

RESOLVED, FURTHER, that the executive officers of the Corporation, including the Chairman, Chief Executive Officer, President, the Executive Vice President and Chief Financial Officer, each Vice President, and the Secretary be,

and they hereby are, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a Certificate of Ownership and Merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary or appropriate to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

GENERAL

RESOLVED, that this Action by Written Consent of the Board of Directors be filed in the minute books of the Corporation.

RESOLVED FURTHER, that this consent may be executed in multiple counterparts, all of which shall be considered one and the same consent, it being understood that all parties need not sign the same counterpart.

- 2 -

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

DURATEK GEOTECH, INC.

WITH AND INTO

DURATEK FEDERAL SERVICES, INC.

(Pursuant to Section 253 of the

Delaware General Corporation Law)

Duratek Federal Services, Inc., a Delaware corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The Corporation owns all of the outstanding shares of common stock (the only outstanding class of stock) of Duratek Geotech, Inc. (the “Subsidiary”), a corporation incorporated on the 7^th day of October, 1970 under the name Transfer Systems, Inc., pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND: The Corporation, by resolutions (the “Resolutions of Merger”) duly adopted by the unanimous written consent of its Board of Directors, dated December 28, 2001, determined to effect a merger of the Subsidiary into itself, pursuant to Section 253 of the DGCL, in which the Corporation shall be the surviving corporation (the “Merger”). A true and correct copy of the Resolutions of Merger is annexed hereto as Exhibit A and incorporated herein by reference. The Resolutions of Merger have not been amended, modified, rescinded or revoked and are in full force and effect on the date hereof.

THIRD: The Merger shall become effective at 11:59 p.m. on December 31, 2001.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:02 AM 12/31/2001

010678380 – 2277929

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 28^th day of December, 2001.

DURATEK FEDERAL SERVICES, INC.
By:	/s/ Robert F. Shawver
	Name:	Robert F. Shawver
	Office:	Executive Vice President and Chief Financial Officer

EXHIBIT A

RESOLUTIONS OF MERGER

WHEREAS, Duratek Federal Services, Inc., a Delaware corporation (the “Corporation”), owns all of the outstanding shares of the capital stock of Duratek Geotech, Inc., a Delaware corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”);

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”);

RESOLVED, FURTHER, that the Corporation shall be the corporation surviving the Merger and shall continue its corporate existence under the DGCL, and shall possess all of the rights and assets of the constituent corporations and be subject to, and be deemed to have hereby assumed, all the liabilities and obligations of each of the constituent corporations in accordance with the provisions of the DGCL;

RESOLVED, FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof;

RESOLVED, FURTHER, that the Certificate of Incorporation of the Corporation, as amended, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the certificate of incorporation of the surviving corporation, until amended as provided by law;

RESOLVED, FURTHER, that the By-laws of the Corporation, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the By-laws of the surviving corporation until amended or repealed as therein provided;

RESOLVED, FURTHER, that the effective time of the Merger shall be 11:59 p.m. on December 31, 2001;

RESOLVED, FURTHER, that the executive officers of the Corporation, including the Chairman, Chief Executive Officer, President, the Executive Vice President and Chief Financial Officer, each Vice President, and the Secretary be,

and they hereby are, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a Certificate of Ownership and Merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary or appropriate to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

GENERAL

RESOLVED, that this Action by Written Consent of the Board of Directors be filed in the minute books of the Corporation.

RESOLVED FURTHER, that this consent may be executed in multiple counterparts, all of which shall be considered one and the same consent, it being understood that all parties need not sign the same counterpart.

- 2 -

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

DURATEK FEDERAL SERVICES OF IDAHO, INC.

WITH AND INTO

DURATEK FEDERAL SERVICES, INC.

(Pursuant to Section 253 of the

Delaware General Corporation Law)

Duratek Federal Services, Inc., a Delaware corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The Corporation owns all of the outstanding shares of common stock (the only outstanding class of stock) of Duratek Federal Services of Idaho, Inc. (the “Subsidiary”), a corporation incorporated on the 4^th day of April, 1994 under the name Rust Federal Services of Idaho Inc., pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND: The Corporation, by resolutions (the “Resolutions of Merger”) duly adopted by the unanimous written consent of its Board of Directors, dated December 28, 2001, determined to effect a merger of the Subsidiary into itself, pursuant to Section 253 of the DGCL, in which the Corporation shall be the surviving corporation (the “Merger”). A true and correct copy of the Resolutions of Merger is annexed hereto as Exhibit A and incorporated herein by reference. The Resolutions of Merger have not been amended, modified, rescinded or revoked and are in full force and effect on the date hereof.

THIRD: The Merger shall become effective at 11:59 p.m. on December 31, 2001.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:01 AM 12/31/2001

010678378 – 2277929

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 28^th day of December, 2001.

DURATEK FEDERAL SERVICES, INC.
By:	/s/ Robert F. Shawver
	Name:	Robert F. Shawver
	Office:	Executive Vice President and Chief Financial Officer

EXHIBIT A

RESOLUTIONS OF MERGER

WHEREAS, Duratek Federal Services, Inc., a Delaware corporation (the “Corporation”), owns all of the outstanding shares of the capital stock of Duratek Federal Services of Idaho, Inc., a Delaware corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”);

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”);

RESOLVED, FURTHER, that the Corporation shall be the corporation surviving the Merger and shall continue its corporate existence under the DGCL, and shall possess all of the rights and assets of the constituent corporations and be subject to, and be deemed to have hereby assumed, all the liabilities and obligations of each of the constituent corporations in accordance with the provisions of the DGCL;

RESOLVED, FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof;

RESOLVED, FURTHER, that the Certificate of Incorporation of the Corporation, as amended, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the certificate of incorporation of the surviving corporation, until amended as provided by law;

RESOLVED, FURTHER, that the By-laws of the Corporation, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the By-laws of the surviving corporation until amended or repealed as therein provided;

RESOLVED, FURTHER, that the effective time of the Merger shall be 11:59 p.m. on December 31, 2001;

RESOLVED, FURTHER, that the executive officers of the Corporation, including the Chairman, Chief Executive Officer, President, the Executive Vice

President and Chief Financial Officer, each Vice President, and the Secretary be, and they hereby are, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a Certificate of Ownership and Merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary or appropriate to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

GENERAL

RESOLVED, that this Action by Written Consent of the Board of Directors be filed in the minute books of the Corporation.

RESOLVED FURTHER, that this consent may be executed in multiple counterparts, all of which shall be considered one and the same consent, it being understood that all parties need not sign the same counterpart.

- 2 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 12/31/2001

010678219 – 2277929

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

DURATEK FEDERAL SERVICES OF HANFORD, INC.

WITH AND INTO

DURATEK FEDERAL SERVICES, INC.

(Pursuant to Section 253 of the

Delaware General Corporation Law)

Duratek Federal Services, Inc., a Delaware corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The Corporation owns all of the outstanding shares of common stock (the only outstanding class of stock) of Duratek Federal Services of Hanford, Inc. (the “Subsidiary”), a corporation incorporated on the 13^th day of February, 1996 under the name Rust Federal Services of Hanford Inc., pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND: The Corporation, by resolutions (the “Resolutions of Merger”) duly adopted by the unanimous written consent of its Board of Directors, dated December 28, 2001, determined to effect a merger of the Subsidiary into itself, pursuant to Section 253 of the DGCL, in which the Corporation shall be the surviving corporation (the “Merger”). A true and correct copy of the Resolutions of Merger is annexed hereto as Exhibit A and incorporated herein by reference. The Resolutions of Merger have not been amended, modified, rescinded or revoked and are in full force and effect on the date hereof.

THIRD: The Merger shall become effective at 11:59 p.m. on December 31, 2001.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 28^th day of December, 2001.

DURATEK FEDERAL SERVICES, INC.
By:	/s/ Robert F. Shawver
	Name:	Robert F. Shawver
	Office:	Executive Vice President and Chief Financial Officer

EXHIBIT A

RESOLUTIONS OF MERGER

WHEREAS, Duratek Federal Services, Inc., a Delaware corporation (the “Corporation”), owns all of the outstanding shares of the capital stock of Duratek Federal Services of Hanford, Inc., a Delaware corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”);

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”);

RESOLVED, FURTHER, that the Corporation shall be the corporation surviving the Merger and shall continue its corporate existence under the DGCL, and shall possess all of the rights and assets of the constituent corporations and be subject to, and be deemed to have hereby assumed, all the liabilities and obligations of each of the constituent corporations in accordance with the provisions of the DGCL;

RESOLVED, FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof;

RESOLVED, FURTHER, that the Certificate of Incorporation of the Corporation, as amended, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the certificate of incorporation of the surviving corporation, until amended as provided by law;

RESOLVED, FURTHER, that the By-laws of the Corporation, as in effect immediately prior to the effective time of the Merger, shall continue in full force and effect as the By-laws of the surviving corporation until amended or repealed as therein provided;

RESOLVED, FURTHER, that the effective time of the Merger shall be 11:59 p.m. on December 31, 2001;

RESOLVED, FURTHER, that the executive officers of the Corporation, including the Chairman, Chief Executive Officer, President, the Executive Vice

President and Chief Financial Officer, each Vice President, and the Secretary be. and they hereby are, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a Certificate of Ownership and Merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary or appropriate to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

GENERAL

RESOLVED, that this Action by Written Consent of the Board of Directors be filed in the minute books of the Corporation.

RESOLVED FURTHER, that this consent may be executed in multiple counterparts, all of which shall be considered one and the same consent, it being understood that all parties need not sign the same counterpart.

- 2 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 11/01/2000

001550685 – 2277929

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

WASTE MANAGEMENT FEDERAL SERVICES, INC.

Pursuant to Section 242 of the Delaware General Corporation Law

Waste Management Federal Services, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of Delaware on November 4, 1991.

SECOND: The Certificate of Incorporation is amended to change the corporate name by striking Article 1 of the Certificate of Incorporation in its entirety and inserting the following new Article I as follows:

“The name of the Corporation is Duratek Federal Services, Inc.”

THIRD: This Amendment to the Certificate of Incorporation was duly adopted by the unanimous written consent of the Board of Directors and by the unanimous written consent of the holders of all outstanding stock of the Corporation entitled to vote in accordance with Sections 141(f), 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Waste Management Federal Services, Inc. has caused this Certificate of Amendment of its Certificate of Incorporation to be executed by its Executive Vice President this 1st day of November, 2000.

Waste Management Federal Services, Inc.
By:	/s/ Robert F. Shawver
	Robert F. Shawver
	Executive Vice President and Chief Financial Officer

- 1 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/22/1997

971445412 – 2277929

CERTIFICATE OF MERGER

OF

WASTE MANAGEMENT FEDERAL TREATMENT SERVICES, INC.

INTO

WASTE MANAGEMENT FEDERAL SERVICES, INC.

*    *    *    *    *    *

The undersigned corporations do hereby certify:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

Name	State of Incorporation
Waste Management Federal Treatment Services, Inc.	Delaware
Waste Management Federal Services, Inc.	Delaware

SECOND; That a plan of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation of the merger is WASTE MANAGEMENT FEDERAL SERVICES, INC., a Delaware corporation.

FOURTH: That the Articles of Incorporation of WASTE MANAGEMENT FEDERAL SERVICES, INC., a Delaware corporation, which is the surviving corporation, as heretofore amended and as in effect on the date of the merger provided for in this plan, shall continue in full force and effect as the Articles of Incorporation of the corporation surviving this merger.

FIFTH: That the executed plan of merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business is c/o Waste Management, Inc., 3003 Butterfield Road, Oak Brook, Illinois 60523.

SIXTH: That a copy of the plan of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH: This Certificate of Merger shall be effective on December 31, 1997.

DATED: December 31, 1997

	WASTE MANAGEMENT FEDERAL TREATMENT SERVICES, INC.
	/s/ Dale B. Tauke
	Dale B. Tauke, Vice President
ATTEST:
/s/ Carrie L. Cozzi
Carrie L. Cozzi, Assistant Secretary
	WASTE MANAGEMENT FEDERAL SERVICES, INC.
	/s/ Dale B. Tauke
	Dale B. Tauke, Vice President
ATTEST:
/s/ Carrie L. Cozzi
Carrie L. Cozzi, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 05/20/1997

971165123 – 2277929

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

WMX FEDERAL SERVICES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that it is deemed advisable by the Board of Directors and the Stockholders of the Corporation that Article First of the Certificate of Incorporation of WMX Federal Services, Inc. be amended to read, in its entirety, as follows:

“FIRST: The name of the corporation is Waste Management Federal Services, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this amendment shall be effective upon filing.

IN WITNESS WHEREOF, SAID WMX Federal Services, Inc. has caused this certificate to be signed by Dale B. Tauke, its Vice President and Carrie L. Cozzi, its Assistant Secretary, this 19th day of May 1997.

	WMX FEDERAL SERVICES, INC.
	/s/ Dale B. Tauke
	Dale B. Tauke, Vice President
ATTEST:
/s/ Carrie L. Cozzi
Carrie L. Cozzi, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/30/1993

933655132 – 2277929

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

WASTE MANAGEMENT ENVIRONMENTAL SERVICES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that it is deemed advisable by the Board of Directors and the Stockholders of the Corporation that Article First of the Certificate of Incorporation of WASTE MANAGEMENT ENVIRONMENTAL SERVICES, INC. be amended to read, in its entirety, as follows:

“FIRST: The name of the corporation is Rust Federal Services Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, SAID Waste Management Environmental Services, Inc. has caused this certificate to be signed by Stephen P. Stanczak, its Vice President and Barbara L. Bier, its Assistant Secretary, this 30th day of December 1993.

	WASTE MANAGEMENT ENVIRONMENTAL SERVICES, INC.
	/s/ Stephen P. Stanczak
	Stephen P. Stanczak, Vice President
ATTEST:
/s/ Barbara L. Bier
Barbara L. Bier, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/07/1996

960324679 – 2277929

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

RUST FEDERAL SERVICES INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that it is deemed advisable by the Board of Directors and the Stockholders of the Corporation that Article First of the Certificate of Incorporation of Rust Services Inc. be amended to read, in its entirety as follows:

“FIRST: The name of the corporation is WMX Federal Services, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this amendment shall be effective November 1, 1996.

IN WITNESS WHEREOF, SAID Rust Services Inc. has caused this certificate to be signed by John W. Meachum, its Vice (President and Jan Stem Reed, its Assistant Secretary, this 1st day of November 1996.

	RUST FEDERAL SERVICES INC.
	/s/ John W. Meachum
	John W. Meachum, Vice President
ATTEST:
/s/ Jan Stern Reed
Jan Stern Reed, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 11/04/1991

913085050 – 2277929

Certificate of Incorporation

of

WASTE MANAGEMENT ENVIRONMENTAL SERVICES, INC.

FIRST. The name of the corporation is Waste Management Environmental Services, Inc.

SECOND. The address of its registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of all classes of stock which the corporation shall have authority to issue is one thousand (1,000) shares, all of which shall be common stock having a par value of $1.00 per share.

FIFTH. The name and mailing address of the incorporator of the corporation is:

Name	Mailing Address
Jeffrey C. Everett	3001 Butterfield Road Oak Brook, IL 60521

SIXTH. The original by-laws of the corporation shall be adopted by the incorporator. Thereafter, in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized, from time to time, to make, alter, or repeal the by-laws of the corporation.

SEVENTH. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

EIGHTH. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Each person who is or was a director or officer of the corporation, and each person who serves or served at the request

of the corporation as a director or officer (or equivalent) of another enterprise, shall be indemnified by the corporation to the fullest extent authorized by the General Corporation Law of Delaware as it may be in effect from time to time, except as to any action, suit or proceeding brought by or on behalf of such director or officer without prior approval of the Board of Directors.

NINTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

TENTH. The corporation reserves the right to amend, alter, change, or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true and accordingly has hereunto set his hand this 30th day of October, 1991.

/s/ Jeffrey C. Everett

Jeffrey C. Everett, Incorporator

EX-3.24

Exhibit 3.24

FIRST AMENDMENT TO BYLAWS OF

ENERGYSOLUTIONS FEDERAL SERVICES, INC.

THIS FIRST AMENDMENT TO BYLAWS (the “Amendment”) of EnergySolutions Federal Services, Inc., a Delaware corporation (the “Company”), amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from EnergySolutions Federal Services, Inc. to EnergySolutions Government Group, Inc.

The foregoing First Amendment to Bylaws was duly approved by the Board of Directors of the Company on 10 February, 2011.

DURATEK, INC.
By:	/s/ Brett A. Hickman
	Brett A. Hickman
	Secretary

BYLAWS

OF

ENERGYSOLUTIONS FEDERAL SERVICES, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thererat present in person or by proxy. If there be no such quorum, the

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holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a) At each meeting of stockholders, every stockholder entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may be, but not need be, by ballot and a plurality of the votes cast there shall elect such directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting for the action so taken, shall be signed by the holders of recorded of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, allots or consents, hear and determine all challenges and questions arising in connection

2

with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number: Term: Compensation.

(a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board of Directors shall be two, or such larger number as may be fixed from time to time by the Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.

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Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President or by any two directors then in office. Notice of the place, date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mailing the same at least 48 hours before the date of the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than 24 hours before the date of the meeting.

SECTION 8. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Section 8 shall constitute presence at such meeting.

SECTION 9. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

SECTION 13. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the

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absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws. Unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE III

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurers and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the board of Directors shall provide.

SECTION 3. Resignation Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute

5

documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors.

SECTION 5. President. The President shall be the chief operating officer of the Corporation, and shall have such duties as customarily pertain to that office, subject to the control of the Chief Executive Officer and Board of Directors. The President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Chief Executive Officer and Board of Directors.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders and the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or an Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE IV

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors of the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of

6

shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in these Bylaws.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a recorded date, which shall not be more than 60 nor less than 10 days before the date of such meeting, no more than 60 days prior to any other action. A determination of stockholders of recorded entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue

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scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VI

Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.

ARTICLE VII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, but the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE VIII

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, place or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by an process whatsoever, an impression, facsimile or other reproduction of such corporate seal.

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ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors, Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE X

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XI

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTIONS 3. Proxies; Powers of Attorney: Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARITCLE XII

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Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by such Section, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Advancing Expenses. Expenses (including attorneys’ fees) incurred by a present or former director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the Corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the Corporation or its stockholders.

SECTION 3. Liability Offset. The Corporation’s obligation to provide indemnification under this Article XII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.

SECTION 4. Continuing Obligation. The provisions of this Article XII shall be deemed to be a contract between the Corporation and each director of the Corporation who services in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action suit or proceeding thereto fore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 5. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

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SECTION 6. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the Delaware General Corporation Law.

SECTION 7. Definitions. The phrases and terms set forth in this Article XII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE XIII

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.25

Exhibit 3.25

STATE of DELAWARE

LIMITED LIABILTIY COMPANY

CERTIFICATE of FORMATION

of

EnergySolutions Fuel Services, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company (hereinafter called the “company”), under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that:

1. The name of the limited liability company is EnergySolutions Fuel Services, LLC

2. The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 25^th day of July, 2006.

Authorized Person

EX-3.26

Exhibit 3.26

OPERATING AGREEMENT

OF

ENERGYSOLUTIONS FUEL SERVICES, LLC

A Delaware Limited Liability Company

This Operating Agreement (the “Agreement”) for EnergySolutions Fuel Services, LLC (the “Company”) is made and entered into, effective upon the filing of the Certificate of Formation on July 25, 2006, by EnergySolutions, LLC, a Utah limited liability company (the “Member”), as the sole member of EnergySolutions Fuel Services, LLC; setting forth the terms and conditions on which the Company shall be managed and the Member shall hold its interest in the Company.

ARTICLE I

ORGANIZATION

Section 1.1 Organization and Name. The Member hereby enters into this Agreement for the purpose of forming a limited liability company under the laws of the State of Delaware, as the Delaware Limited Liability Company Act (the “Act”) may be amended from time to time, or the corresponding provisions of any subsequent Delaware law governing limited liability companies. The Certificate of Formation and this Agreement shall regulate the internal affairs of the Company. The name of the Company shall be “EnergySolutions Fuel Services, LLC” or such other name as the Member may determine.

Section 1.2 Tax Status; No Liability to Third Parties. The Member intends that the Company shall be treated as not existing for federal and state income tax purposes by reason of its status as a single member limited liability company. All elections shall be made, and all actions shall be taken, to accomplish this status until such time as the Company has more than one member. For state law purposes the Company shall not be treated as a partnership (including, without limitation, a limited partnership) or joint venture and no Member shall be a partner or joint venturer of any other Member for any state law purposes and this Agreement shall not be construed otherwise. No Member or officer shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

ARTICLE II

PURPOSES AND POWERS; OFFICE;

STATUTORY AGENT; TERM

Section 2.1 Purposes and Powers. The purpose of the Company is to engage in any lawful act, activity, business or investments in which a limited liability company may be engaged under the laws of Delaware.

Section 2.2 Registered Agent; Registered Office. The principal office of the Company and the office where the Company’s books and records shall be maintained shall be in such state as the Member may from time to time determine. The Registered Agent shall be National Registered Agents, Inc. and the initial registered office shall be at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent.

Section 2.3 Term. The Company shall have a perpetual term commencing upon the filing of the Certificate of Formation as provided in Section 1.1, unless earlier dissolved or terminated pursuant to law or the provisions of this Agreement.

ARTICLE III

MEMBERSHIP; MANAGEMENT; ETC.

Section 3.1 Membership Interests; Capital Contributions. The “membership interests” of the Company represent the ownership interests of the Members of the Company. All membership interests in the Company shall be and are owned by the Member, and the Member is the sole and exclusive owner of the Company having all rights of a Member as set forth herein.

Section 3.2 Profits, Losses, Distributions, etc. The Member shall be entitled to all of the profits, losses, gain, deductions and credits of the Company and the Company shall distribute its cash flow to the Member at such time or times as the Member shall determine.

Section 3.3 Management by Manager At Direction of Member. The Company shall have three (3) managers who shall serve until such time as replaced by the Member. Subject always to the provisions of this Article III, including, without limitation, the express provisions of Section 3.5 below, the Managers shall exercise such powers as are granted under the Act to a Manager solely and only at the express direction of the Member, as the Member shall request or direct in writing. Although the Managers shall have those powers granted to a “manager” under the Act, those powers shall only be exercised as provided in the preceding sentence. Any exercise by the Managers of any power or authority granted to a “manager” under the Act other than as the Member shall direct or request in writing shall be a breach of this Agreement by the Manager. The Managers shall have the power to execute and deliver all legal instruments, documents and agreements for and on behalf of the Company, and to cause the Company to take such other acts as are permitted by law, but all such actions by the Managers shall be solely and exclusively as the agent for the Company and at the direction of the Member as provided above.

Section 3.4 Compensation. Unless otherwise agreed, the Managers shall receive no compensation from the Company for their services to the Company.

Section 3.5 Replacement of Manager; Conversion to Member Managed Limited Liability Company. The Member may remove and replace a Manager at anytime, and from time to time, with or without cause. The Member may convert the Company from a Manager-managed limited liability company to a Member-managed limited liability company, in which event the Member shall direct and manage the affairs of the Company in the ordinary course. Such removal and replacement of a Manager, and/or the conversion of the Company to a Member-managed company, shall be accomplished by the Member giving notice to the Manager(s) being removed or otherwise terminated by conversion to a Member-managed limited liability. Notice of a removal, replacement or any termination of a Manager under this Section 3.5 may be given at anytime and in any manner reasonably contemplated to provide notice to the Manager being removed, including, but not limited to, notice by: written correspondence, oral communication, facsimile, email or other electronic correspondence (any written notice shall set forth the identity of the replacement Manager in those circumstances where a Manager is being replaced but the Company is not being converted to a Member-managed limited liability company). If the Company is converted to a

2

Member-managed limited liability company, the Member shall make such amendments and modifications to this Agreement as may be necessary or desirable to reflect the status of the Company as a Member-managed limited liability company.

Section 3.6 Protection of Members, etc. The Member (and any director, officer or employee of any Member or Manager acting on behalf of or for the Company) shall have no liability to the Company for any mistakes or errors in judgment or for any act or omission believed by them in good faith to be within the scope of authority conferred upon them by this Agreement and shall have liability only for acts and omissions involving their recklessness, negligence or willful misconduct. The fact that the Member has obtained the advice of legal counsel for the Company that any act or omission by them is within the scope of the authority conferred upon them by this Agreement, shall be conclusive evidence that they believed in good faith such act or omission to be within the scope of the authority conferred upon them by this Agreement, but the Member shall not be required to procure such advice to be entitled to the benefits of the preceding sentence.

Section 3.7 Records Confidentiality.

3.7.1 Subject in any event to Sections 3.7.2 and 3.7.3 below, the Company’s books and records shall be kept at the principal executive office of the Company or at such other place as the Member may designate.

3.7.2 The terms of this Agreement, any exhibits hereto, and all of the financial and business books and records of the Company (“Company Information”), are sensitive, confidential and proprietary information, the disclosure of which could irreparably damage the Company. All Company Information shall be held in strictest confidence by the Member and by their officers, directors, employees and agents and shall only be disclosed if and to the extent required by any law, rule or regulation promulgated by any government or agency thereof.

3.7.3 If any Member is confronted with a discovery request, or with a trial or deposition subpoena seeking Company Information, it or he shall promptly notify the Company so that the need for a protective order or other appropriate remedy may be considered by the Company. The Member subject to the request or subpoena is also obligated to take all reasonable steps to protect the confidentiality of Company Information, including, if necessary, seeking a protective order explicitly limiting the Persons who have access to such Company Information, and the manner under which it will be maintained, and seeking agreement that only that portion of the Company Information which is legally required will be disclosed.

Section 3.8 Liabilities. No Member shall be personally liable for any debts, liabilities or obligations of the Company, whether to the Company, to creditors of the Company or otherwise, beyond the value of the property contributed and required to be contributed by the Member to the capital of the Company, the Member’s share of the accumulated but undistributed profits of the Company, and the amount of any distributions (including the return of any Capital Contribution) made to the Member that must be returned to the Company pursuant to applicable law.

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Section 3.9 Amendment. This Agreement and the Certificate of Formation of the Company may only be amended by a written Company amendment approved by the Member.

ARTICLE IV

BOOKS AND RECORDS; TAX MATTERS; REPORTS

Section 4.1 Books and Records. The Company shall maintain its books and records, including all books and records required by the Act, at the office identified in Section 2.2. The Company shall make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company and shall devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions have been and are executed in accordance with the general or specific authorization of the Member(s); (b) transactions have been and are recorded as necessary (i) to permit preparation of financial statements in conformity with this Agreement, and (ii) to maintain accountability for assets; (c) access to assets has been and is permitted only in accordance with the general or specific authorization of the Member(s); and (d) the recorded accountability for assets has been and is compared with the existing assets at reasonable intervals and appropriate action has been and is taken with respect to any difference.

Section 4.2 Fiscal Year; Accounting Method. The fiscal year of the Company shall be the calendar year. The method of accounting used by the Company for book and tax purposes shall be determined by the Member. Notwithstanding the foregoing, the Member and the Company intend that the Company shall be a disregarded entity for federal and state income tax purposes and, as such, from an accounting and tax standpoint, no fiscal year or accounting method is necessary with respect to the Company.

ARTICLE V

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 5.1 Dissolution. The Company shall be dissolved and its business and affairs wound up on the first to occur of the following:

5.1.1 The occurrence of any event requiring dissolution under the Act;

5.1.2 The determination of the Member.

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Section 5.2. Liquidation and Termination. Upon the dissolution of the Company, the Member shall act as liquidator to wind up the business and affairs of the Company and to complete its liquidation. The Member shall cause the payment of all Company debts and all assets of the Company, after the payment of all debts, shall be distributed to the Member.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Certain Provisions of the Act Superseded. The provisions of this Agreement regarding the determination of when all or substantially all of the assets of the Company may be sold, the transfer of Units, the withdrawal of a Member, the merger, combination or consolidation of the Company with another firm or entity and other provisions of this Agreement are intended to and shall, to the fullest extent permitted by law, supersede the provisions of the Act regarding any such item.

Section 6.2 Further Assurances. The parties shall execute and deliver such other instruments and take such other action as may be necessary or convenient to effectuate the provisions of this Agreement.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed and to be performed in the State of Delaware.

Section 6.4 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Section 6.5 Heirs and Successors. This Agreement and the Certificate shall inure to the benefit of and be binding upon the respective heirs, personal representatives, successors and permitted assigns of the parties hereto.

Section 6.6 Entire Agreement. This Agreement, the Certificate and any exhibit hereto constitute the entire and exclusive statement of the parties’ agreement and supersede all prior agreements, understandings, negotiations and discussions among the parties, whether oral or written.

Section 6.7 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each Member, Manager, if any, and officer of the Company from and against all damages, claims, judgments, debts, liabilities and obligations arising from or attributable to the activities of the Company, or the activities (or omissions) of any of such Manager, Member or officers when acting on behalf of the Company or in furtherance of its purposes; provided, however, that the Company shall not indemnify any Member or officer for any act or omission comprising fraud or any other criminal act and the Company shall not indemnify any Member or officer for any act or omission comprising bad faith, recklessness or gross negligence on the part of such Member or officer. Such indemnification as is provided as set forth in the prior sentence shall include, but is not limited to, indemnification for the costs and expenses of any threatened,

5

pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Company) and attorneys’ fees, filing fees, court reporters’ fees and transcript costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

[Intentionally Left Blank]

6

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, hereby execute and deliver this Operating Agreement as of the          day of             , 2006.

MEMBER
ENERGYSOLUTIONS, LLC
By:	/s/ R Steve Creamer
	R Steve Creamer, Chief Executive Officer

MANAGERS

/s/ R Steve Creamer

R Steve Creamer

/s/ Raul A. Deju

Raul A. Deju

/s/ Philip O. Strawbridge

Philip O. Strawbridge

7

EX-3.27

Exhibit 3.27

ARTICLES OF ORGANIZATION

OF

ENERGYSOLUTIONS WATER SYSTEM, LLC

Pursuant to the Utah Revised Limited Liability Company Act, Utah Code Ann § 48-2c-l0l et seq (the “Act”), the undersigned hereby adopts the Articles of Organization for ENERGYSOLUTIONS WATER SYSTEM, LLC as follows

ARTICLE I

NAME

The name of this limited liability company is EnergySolutions Water System, LLC (the “Company”)

ARTICLE II

DURATION

The period of the Company’s duration is for a term of ninety-nine (99) years from the date hereof or until dissolved pursuant to the Utah Code, unless extended by the unanimous consent of all members

ARTICLE III

PURPOSES

The Company is organized for the purpose

(a) Of engaging in all lawful business enterprises, transactions and investments in which a limited liability company organized under the laws of the State of Utah might do or in which it might engage

Date Receipt Number Amount paid 04/10/2006 1759308 $52.00

ARTICLE IV

DESIGNATED OFFICE, REGISTERED OFFICE AND REGISTERED AGENT

The address of the Company’s designated office shall be

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

The address of the Company’s initial registered office is

215 South State Street, Suite 1200

Salt Lake City, Utah 84111

The name of the initial registered agent of the Company is

Fabian & Clendenin

ARTICLE V

APPOINTMENT OF DIRECTOR

The Director of the Utah Division of Corporations and Commercial Code is appointed as the Company’s registered agent in the event that the registered agent has resigned, its authority has been revoked, or the agent cannot be found or served with the exercise of reasonable diligence

ARTICLE VI

MANAGEMENT

The Company shall be managed by its Member or Members The name and address of the initial Member is

EnergySolutions, LLC

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

ARTICLE VII

ADJUSTMENTS AND TRANSFERS OF MEMBERS’ INTERESTS

The interests of the members of the Company may be adjusted, transferred, or assigned, and additional members may be admitted to the Company only as provided in the Operating Agreement, or the Act if the company has no Operating Agreement

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ARTICLE VIII

DISSOLUTION AND CONTINUATION

The Company shall be dissolved upon the occurrence of the events specified within Section 48-2c-1201 of the Act, provided that the continuation of the business of the Company after the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member, or upon the occurrence of any other event that terminates the continued eligibility for membership of a member in the Company, shall requite the consent of the manager(s) within ninety (90) days of the event of termination

ARTICLE IX

INDEMNIFICATION

The Company shall indemnify to the fullest extent permitted by the Act any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he, she, or it is or was a member or manager of the Company

DATED this 10^th day of April, 2006

By	/s/ James C Waddoups
	James C Waddoups, Organizer 215 South State Street, Suite 1200 Salt Lake City, Utah 84111

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ENERGYSOLUTIONS WATER SYSTEM, LLC

REGISTERED AGENT

The initial registered agent of the Company is Fabian & Clendenin, whose signature affixed hereto signifies acceptance of the duties of registered agent

/s/ James C Waddoups

FABIAN & CLENDENIN

By James C Waddoups

4

EX-3.28

Exhibit 3.28

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENERGYSOLUTIONS Water System, LLC

Adopted March 24, 2011

Table of Contents			Page
1.	FORMATION, PURPOSES AND DURATION		1
	1.1.	Formation and Name	1
	1.2.	Purposes of the Company	1
	1.3.	Scope of the Members’ Authority	2
	1.4.	Principal Place of Business	2
	1.5.	Title to Company Properties	2
	1.6.	Term	2
	1.7.	Assumed Name Certificate	2
	1.8.	Other Business Activities; Waiver	2
2.	CERTAIN MATTERS RELATING TO THE BUSINESS		2
	2.1.	Noncompetition; Confidential Information	2
4.	MANAGEMENT OF THE COMPANY		4
	4.1.	Management	4
	4.2.	Major Decisions	4
5.	ACCOUNTING AND TAXES		5
	5.1.	Books and Records	5
	5.2.	Rights of Inspection	5
	5.3.	Bank Accounts	5
	5.4.	Financial Statements ,	5
	5.5.	Other Accounting Decisions	6
	5.6.	Preparation of Tax Returns	6
	5.7.	Allocation of Profits, Gains and Losses	6
	5.8.	Tax Decisions Not Specified	6
	5.9.	Notice of Tax Audit	6
	5.10.	Tax Matters Partner	6
6.	SALE OR TRANSFER		6
	6.1.	General	6
	6.2.	Securities Law Limitations	6
	6.3.	Agreement with Transferees	7
7.	DISSOLUTION		7

i

	7.1.	Causes of Dissolution	7
	7.2.	Procedure in Dissolution and Liquidation	7
	7.3.	Distribution of Contributed Assets	8
8.	AMENDMENT		8
	8.1.	Amendment	8
9.	DEFINITIONS		8
10.	GENERAL PROVISIONS		12
	10.1.	Entire Agreement	12
	10.2.	Notices	12
	10.3.	Validity	13
	10.4.	Attorneys’ Fees	13
	10.5.	Survival of Rights	13
	10.6.	No Strict Construction	13
	10.7.	Governing Law; Jurisdiction	14
	10.8.	No Partition	14
	10.9.	Waiver	14
	10.10.	Waiver of Notice	14
	10.11.	Remedies Not Exclusive	14
	10.12.	Construction	14
	10.13.	Incorporation by Reference	15
	10.14.	Counterparts	15
	10.15.	Further Assurances	15
	10.16.	No Broker’s Fees	15
	10.17.	No Third Party Rights	15

ii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENERGYSOLUTIONS WATER SYSTEM, LLC

This Limited Liability Company Agreement (this “Agreement”) is made as of March 21, 2011 (the “Effective Date”) by and among those parties who, from time to time, execute this Agreement as members and are listed on attached Exhibit A. Such signatories to this Agreement are collectively called the “Members,” and each is sometimes individually called a “Member.” All capitalized terms not otherwise defined herein shall have the meanings set forth in Section 10 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, terms and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

1. FORMATION, PURPOSES AND DURATION

1.1. Formation and Name.

a. The Members agree to and hereby form a company pursuant to the Company Act to be known as “EnergySolutions Water System, LLC.”

b. The Business of the Company shall be conducted under the name indicated in Section 1.1 a, or such other name as the Company may from time to time adopt, and all assets of the Company shall be held under such name except as provided in Section 1.5.

c. The ownership interests, rights and obligations of the Members as members in the Company shall be as provided in the Company Act, except and to the extent otherwise provided in this Agreement.

d. The Company shall bear the expenses directly incident to its formation, including, but not limited to, filing and recording fees, taxes and legal and accounting fees incident to the formation and operation of the Company.

1.2. Purposes of the Company. The purposes of the Company shall be:

a. To engage in the Business, and any and all other business and activities that the Members may in their discretion determine; and

b. To perform any and all lawful acts incidental to the foregoing purpose or reasonably necessary to the fulfillment of the foregoing purpose.

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1.3. Scope of the Members’ Authority. Except as otherwise expressly and specifically provided in this Agreement, no Member shall have any authority in such capacity to bind or act for, or assume any obligation or responsibility on behalf of, the Company or any other Member or the Company. Neither the Company nor any Member shall be responsible or liable for any indebtedness or obligation of any other Member or otherwise relating to the Company property, except as to those responsibilities, liabilities, indebtedness or obligations incurred by separate agreement or instrument or incurred on or after the date hereof pursuant to and as limited by the terms of this Agreement.

1.4. Principal Place of Business. The Company shall have its principal place of business at 423 West 300 South, 2^nd Floor, Salt Lake City, Utah 84101 (the “Company’s Office”) or such other place as determined by the Member from time to time.

1.5. Title to Company Properties. Legal title to all Company properties shall be taken and at all times held in the name of the Company, except that any real estate held by the Company may alternatively be held in the name of a trustee for the Company, provided that the Company is specifically designated by name as sole beneficiary or principal under a written trust agreement executed by any such trustee.

1.6. Term. The term of the Company shall commence on the date of the filing of the Articles with the appropriate authorities of the State, and shall be perpetual until the Company is dissolved in accordance with the provisions of this Agreement or the Company Act.

1.7. Assumed Name Certificate. The Officers shall execute, file and publish an assumed name certificate, if necessary, and such other certificates and documents as may be required by applicable law with respect to the Company in Utah and all other states in which the Company engages in business.

1.8. Other Business Activities; Waiver. Subject to Section 2.1., below, any Member or any officer, manager, director, employee, partner, shareholder, member or other Person holding a legal or beneficial interest in any entity which is a Member or any Affiliate of a Member may engage in, broker, or possess an interest in other business ventures of every nature and description other than the Business, independently or with others, and neither the Company nor the Members shall have any right by virtue of this Agreement in or to such independent ventures or to the income or profits derived therefrom except those rights, if any, in and to any New Business Opportunity as defined in Section Error! Reference source not found. below.

2. CERTAIN MATTERS RELATING TO THE BUSINESS

2.1. Noncompetition; Confidential Information.

a. At all times while a Person is a Member (and for three (3) years after such Person is no longer a Member) neither such Person nor any Affiliate of such Person may (1) engage, directly or indirectly, in the Business, (2) contact, solicit, or direct any Person to contact or solicit, any of the customers of the Company for the purpose of providing any services that are the same or similar to those offered by the Company, or (3) solicit, or accept if offered to it with or without solicitation, the services of any individual who is an Officer or employee of the Company at the time of such solicitation or acceptance or has been an employee of the Company within the one year prior to such solicitation or

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acceptance. The provisions of this Section 2.2.a. shall not apply to Members in the event of dissolution or liquidation of the Company.

b. The Company has furnished to each Member certain information which is either non-public, confidential, or proprietary in nature. The Company may also impart to the Members from time to time additional non-public, confidential, or proprietary information, including, without limitation, one or more business plans and other procedures, concepts, methods, trade secrets, documentation, diagrams, manuals, designs, schematics, blueprints, marketing techniques or development plans, financial and pricing information, and the like, whether oral or written. All such material heretofore or hereafter furnished to the Members, together with any analysis, compilations, studies, summaries, or documents prepared for review by the Members, their agents, or their employees, is hereinafter referred to as the “Confidential Information.” The Confidential Information also includes any information described above which the Company obtains from third parties and which the Company treats as confidential or proprietary, regardless of whether such information is owned or developed by the Company. Confidential Information shall not include information that: (i) is in or comes into the public domain without any breach of any obligation of confidentiality owed to the Company; (ii) was in a Member’s possession prior to the Effective Date without the breach or existence of any obligation of confidentiality to the Company; (iii) is independently developed by or comes into the possession of a Member at any time hereafter without reference to any information from the Company and without any breach of any obligation of confidentiality owed to the Company; or (iv) is required to be disclosed under or by applicable law, regulation or lawful court order.

c. Each Member agrees (at all times while a Member and for two years thereafter) to maintain the Confidential Information in secrecy and confidence and not to, directly or indirectly, without the prior written consent of the Company, disclose or cause to be disclosed, or use or make known, or suffer or permit any former, current, or prospective employee or agent of such Member or any Affiliate of such Member to disclose or cause to be disclosed, or use or make known, any of the Confidential Information, except in connection with the conduct of the Company’s business, and except under a license from the Company.

d. Each Member agrees that any material violations of this Section 2.1. would cause irreparable harm to the Company and its Members. Therefore, each Member consents and agrees that if such Member materially violates the terms of this Section 2.1., the Company shall be entitled, in addition to any other rights and remedies that it may have (including monetary damages), to apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any continuing or threatened violation of, the provisions of this Section 2.1 by such Member. If the Company shall institute any action or proceeding to enforce the provisions of this Section 2.1, each Member hereby waives the claim or defense that this is an adequate remedy at law, and each Member agrees in any such action or proceeding not to interpose the claim or defense that such remedy exists at law.

3. MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS The “membership interests” of the Company represent the ownership interests of the Members of the Company. All membership interests in the Company shall be and are owned by the Member, and the Member is

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the sole and exclusive owner of the Company having all rights of a Member as set forth herein. Membership interest of the Company are set forth on exhibit A attached hereto.

4. MANAGEMENT OF THE COMPANY

4.1. Management. The business affairs of the Company shall be managed by the Member. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the state of Utah. Each Member is hereby designated as an authorized person, within the meaning of the Act, to execute deliver and file the certificate of formation of the Company (and any amendments and restatements thereof), and the Company is hereby designated as an authorized person to deliver and file any other certificates (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Each Member shall have the authority without the act of any other Member to bind the company as to third parties.

4.2. Major Decisions. No act shall be taken, sum expended, decision made or obligation incurred by or on behalf of the Company with respect to a matter within the scope of any of the issues enumerated below (each a “Major Decision”), unless and until the same has been approved by unanimous written consent of Members holding one hundred percent (100%) of the Membership Interests then outstanding. The Major Decisions are as follows:

a. Incurrence of Indebtedness or the making of any single or series of related capital expenditures, in either case in excess of $100,000;

b. The sale, lease, pledge or other disposition or encumbrance, other than in the ordinary course of business, in any Fiscal Year, of more than twenty percent (20%) of the property or assets of the Company in any single or series of related transactions;

c. Requesting additional capital from the Members pursuant to Section 3.7;

d. Commencing, joining or settling any litigation, arbitration or other proceeding involving a claim in excess of $100,000 or any litigation, arbitration or proceeding between the Company and any Member or Affiliate thereof, or in which an adverse holding would materially affect the business and prospects of the Company;

e. Amending or entering into any agreement with a Member, Manager, Officer, or any Affiliate of any of the foregoing;

f. Setting management compensation;

g. Hiring and dismissing any officer or other management level employees;

h. Consenting to a Transfer as provided in Section 6.1;

i. Authorizing or issuing any Membership Interests;

j. Authorizing a merger, recapitalization or reorganization, or the liquidation, of the Company;

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k. Authorizing the acquisition of all or any material interest in another business or Person;

l. Authorizing the repurchase of any Membership Interests; and

m. Any other action or decision outside of the ordinary course of business of the Company and involving a sum in excess of $100,000.

5. ACCOUNTING AND TAXES

5.1. Books and Records.

a. At all times during the term hereof, the Member shall use its best efforts to cause accurate books and records of account to be maintained in which are to be entered all matters relating to the business and operations of the Company, including all income, expenditures, assets and liabilities thereof. The Company’s financial records shall be maintained on an accrual basis in accordance with generally accepted accounting principles.

b. Such books and records of account should be maintained on the accrual basis and shall be adequate to provide each Member with all such financial information as may be needed by such Member for purposes of satisfying the financial reporting obligations of such Member.

c. Each Member is entitled to any information reasonably necessary for the preparation of such Member’s federal or state tax returns.

5.2. Rights of Inspection. Each Member and/or its authorized representatives shall have the right to inspect, examine and copy (at such Member’s expense) the books, records, files, securities and other documents of the Company during the regular business hours of the Company upon giving reasonable notice.

5.3. Bank Accounts. All funds of the Company, including, without limitation, all funds representing capital contributions to the Company, and the proceeds of all borrowings of the Company, shall be deposited in such “Operating Accounts” of a type, in a form and in a bank or banks selected by the Member. All Company expenses and distributions are to be paid from such Operating Accounts,

5.4. Financial Statements. The Company shall retain independent certified accountants independent from the audit firm of either Member. Within forty-five (45) days after the end of each of the first three quarters of each Fiscal Year, the Company shall send to the Members unaudited statements of operations and cash flows for such fiscal quarter and for the period from the beginning of such Fiscal Year to the end of such fiscal quarter and an unaudited balance sheet as of the close of such fiscal quarter. As soon as practicable after the end of each Fiscal Year ending on or after the Effective Date, but not later than ninety (90) days after the beginning of the following Fiscal Year, the Company shall provide to each Member audited statements of operations, Member’s equity and cash flows, for such ended Fiscal Year, and an audited balance sheet as of the close of such ended Fiscal Year, including appropriate notes to such financial statements, audited by the Auditors, all of which shall be prepared in accordance with generally accepted accounting principles and/or requirements for tax accounting pursuant to the Regulations.

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5.5. Other Accounting Decisions. All accounting decisions for the Company (other than those specifically provided for in any other Section of this Agreement) shall be made by the Member.

5.6. Preparation of Tax Returns. The Member or its agents shall, on behalf of the Company, use their best efforts to cause all federal, state and local income tax returns of the Company to be prepared.

5.7. Allocation of Profits, Gains and Losses. Except as otherwise provided in this Agreement, net profits, net gains, net losses, deductions and Federal tax credits, if any, for any Fiscal Year shall be allocated among the Members in accordance with Regulations under §704(b) as follows:

a. depreciation, cost recovery and amortization for the period shall be allocated between the parties in an amount equal to the deduction attributable to each party as determined under Section 10.48 below; and

b. in accordance with Percentage Interests.

5.8. Tax Decisions Not Specified. Tax decisions and elections for the Company not provided for herein shall be made in the discretion of the Member.

5.9. Notice of Tax Audit. The Company will use its best efforts to give prompt notice to the Members upon receipt of advice that the Internal Revenue Service intends to examine Company income tax returns for any Fiscal Year.

5.10. Tax Matters Partner. EnergySolutions will be the initial tax matters partner (the “Tax Matters Partner”) for purposes of Sections 6221 -6231 of the Code and the Regulations. The Tax Matters Partner agrees to use its best efforts to comply in good faith with all provisions of the Code concerning a tax matters partner and to take all actions necessary to make each Member a notice partner under the Code. The Tax Matters Partner will use its best efforts to give each Member copies of all notices or other material communications delivered to or by him with respect to federal, state or local tax matters, negotiations, decisions, settlements or other events. The Tax Matters Partner may not initiate or take material action with respect to any litigation without the prior consent of the Members in accordance with Section 4.5.

6. SALE OR TRANSFER

6.1. General. Except for any Transfer which is an Excepted Transfer, no Member shall (i) Transfer all or any part of its Membership Interests, or (ii) contract to Transfer all or any part of its Membership Interests, whether voluntarily or by operation of law, without in each instance obtaining the prior written consent of all non-transferring Members, which consent may be withheld in their sole discretion. Any attempt to Transfer Membership Interests without the required consent shall be void. The giving of consent in connection with one or more Transfers shall not limit or waive the need for such consent in connection with any other Transfers.

6.2. Securities Law Limitations. Notwithstanding anything in this Agreement, no Membership Interests may be Transferred except as permitted under the Securities Act and applicable state securities laws or exemption therefrom. Further, no Transfer of any Membership

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Interests or portions thereof shall be permitted without the Member first having presented to the Company or its counsel both (a) a written opinion of securities counsel, retained and compensated by the Member but reasonably satisfactory to counsel for the Company, describing the proposed Transfer and stating such counsel’s opinion that the Transfer will not violate any of the registration provisions of the Securities Act, any applicable state securities law or the respective rules thereunder, and (b) such additional documents or written assurances as the Company may reasonably request to support the Member’s request for Transfer.

6.3. Agreement with Transferees. No Transfer by a member shall be made or shall be effective to make the transferee of such Member’s interest a Member hereunder or entitle such transferee to any benefits or rights hereunder until the proposed transferee agrees in writing to (i) assume and be bound by all of the terms and provisions of this Agreement and all of the obligations of the transferring Member, and (ii) be subject to all the restrictions to which the transferring Member is subject under the terms of this Agreement and any further agreements with respect to the Company property or as contemplated by this Agreement to which the transferring Member is then subject or is then required to be a party.

7. DISSOLUTION

7.1. Causes of Dissolution.

The Company shall be dissolved only in the event:

a. Of the removal, liquidation, dissolution, withdrawal or bankruptcy of the last Member to be a Member hereof (each a “Member’s Withdrawal Event”);

b. That all or substantially all of the Company’s property, other than cash and other liquid assets, is sold or otherwise transferred to any Person which is not Controlled by the Company;

c. That the Members vote unanimously to terminate the Company;

d. That there is a general assignment of the assets of the Company for the benefit of its creditors, or the adjudication of the Company as Bankrupt; or

e. That the Company is dissolved by operation of law.

7.2. Procedure in Dissolution and Liquidation.

a. Except as provided in Section 9.1, herein, upon dissolution of the Company pursuant to Section 7.3, the Member shall immediately commence to wind up the affairs of and shall proceed with reasonable promptness to liquidate the business of the Company.

b. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member set forth herein with respect to the management of the Company shall continue.

c. The assets of the Company shall be applied or distributed in liquidation in the following order of priority:

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(1) In payment of debts and obligations of the Company owed to third parties;

(2) In payment of debts and obligations of the Company to any Member made in accordance with the terms of this Agreement;

7.3. Distribution of Contributed Assets. Notwithstanding any other provision of this Agreement, in the event of dissolution of the Company, each tangible or intangible asset of the Company originally contributed by the Members pursuant to their Contribution Agreements shall be distributed to and become the exclusive property of the Member that originally contributed said assets to the Company. Such distributed assets shall be valued at their respective Fair Market Value as of the date of distribution.

8. AMENDMENT

8.1. Amendment. This Agreement may be amended, altered or modified by the Sole Member.

9. DEFINITIONS

The following words, terms or phrases have the respective meanings set forth thereafter:

9.1 . “Affiliate” shall mean, with respect to any Person, any Person Controlled by, under common Control with or Controlled or managed by such Person.

9.2. “Agreement” shall mean this Limited Liability Company Agreement as the same may be amended or supplemented from time to time in accordance with the provisions hereof.

9.3. “Auditors” shall mean such firm of independent certified public accountants as from time to time may be engaged for the Company by the Member.

9.4. “Bankrupt” shall mean, with respect to any Member, the occurrence of any one or more of the following: (i) the making by such Member of an assignment for the benefit of creditors; (ii) the filing against such Member of an involuntary petition seeking an adjudication of bankruptcy under the Bankruptcy Code, which filing is not dismissed within sixty (60) days of the filing; (iii) the filing of a voluntary petition by such Member under the Bankruptcy Code; (iv) the entry of an order of relief against such Member under the Bankruptcy Code; (v) the entry of an order, judgment or decree by a court of competent jurisdiction providing for the liquidation of the assets of such Member or appointing a receiver, trustee or other administrator of such Member’s assets which continues in effect and unstayed for a period of sixty (60) days; (vii) the confirmation of any plan of reorganization under the Bankruptcy Code providing for the liquidation of substantially all of such Member’s assets or (viii) a written admission by such Member of inability to pay debts.

9.5. “Bankruptcy Code” shall mean Title 11 of the United States Code, as now in effect or as hereafter amended, or, in the case of a non-U.S. resident Member, the similar or comparable code in the jurisdiction in which such Member resides or is incorporated.

9.6. “Business” shall mean, as of any date, developing, marketing, and/or providing, in person or through any third party, fuel assemblies or any element or component of a fuel assembly

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for use in any nuclear power plant located within the Territory; provided, that Business shall not include any proprietary businesses of KNF or EnergySolutions that are not related specifically to fuel assemblies manufactured in accordance with KNF’s Fuel Assembly Design.

9.7. “Cash Flow” shall mean any and all cash receipts from any source whatsoever except contributions to capital and proceeds from financings, borrowings or other extensions of credit after deducting (i) all cash expenditures and capital expenditures made during such period and (ii) such reserves as the Managers reasonably determine to be necessary or appropriate for anticipated cash needs of the Company.

9.8. “Certificate”shall mean the Certificate of Formation of the Company, duly filed and amended in accordance with the laws of the State of Utah.

9.9. “Class A Member” shall mean a holder of Class A Membership Interests who has been accepted as a Member of the Company pursuant to this Agreement.

9.10. “Class A Membership Interests” shall mean those Class A Membership Interests in the Company described more fully in Section 3.1.

9.11 . “Code” shall mean the Internal Revenue Code of 1986, as now in effect or as hereafter amended including, but not limited to, any successor or substitute federal tax codes or legislation.

9.12. “Communication” shall mean any and ail notices, requests, demands, elections and other communications given in connection with this Agreement.

9.13. “Company” shall mean EnergySolutions Water System, LLC, a Utah limited liability company.

9.14. “Company Act” shall mean the Limited Liability Company Act of the State of Utah, as amended from time to time.

9.15. “Company’s Office” shall have the meaning given to such term in Section 1.4.

9.16. “Confidential Information” shall have the meaning given to such term in Section 3.2(b).

9.17. “Control” shall mean, with respect to a Person (i) direct or indirect ownership of fifty percent (50%) or more of the total combined voting power of all classes of equity interests in the controlled entity entitled to vote, or (ii) being an officer, director, manager, trustee or general partner of the controlled entity (or an officer, director, manager, general partner or trustee of a manager, trustee or general partner of the controlled entity).

9.18. “Deemed Delivery” shall mean, with respect to a written Communication sent to a recipient Member or the Company (the “Recipient”), the earlier of (a) the date it shall be delivered to the address of the Recipient on the records of the Company (the “Recipient’s Address”), (b) the date delivery shall have been refused at the Recipient’s Address, (c) with respect to a Communication sent by mail, the date as of which the postal service shall have indicated such Communication to be undeliverable at the Recipient’s Address, or (d) with respect to a Communication sent by facsimile to the facsimile number of the Recipient on the records of the Company and in respect of which a facsimile receipt confirmation statement is printed, (i) the next

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business day after receipt, if the Communication is received at or after five (5) p.m. in the time zone of the Recipient, or (ii) the day of receipt if the Communication is received before five (5) p.m. in the time zone of the Recipient.

9.19. “Effective Date” shall have the meaning given such term in the preamble hereto.

9.20. “EnergySolutions” shall mean EnergySolutions LLC, a Utah limited liability company.

9.21. “Excepted Transfer” shall mean any Transfer by a Member of a Membership Interest to a controlled subsidiary or affiliate of such member; provided that the transferee first agrees to become a party to this Agreement and bound hereby and provided that no such Transfer shall relieve the transferring Member of its obligations hereunder without the prior written consent of the other Members.

9.22. “Fair Market Value” shall have the meaning ascribed to such term in Section 6.2(d).

9.23. “Fiscal Year” shall mean the period from January 1 to December 31 of each year.

9.24. “Fuel Assembly” shall mean a nuclear fuel assembly used in the core of a nuclear power plant.

9.25. “Gross Asset Value” shall mean, with respect to any Company asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

a. The initial Gross Asset Value of an asset contributed by a Member to the Company shall be the gross fair market value of such asset as of the date of contribution.

b. The Gross Asset Values of all Company assets shall be adjusted to equal the assets’ respective gross fair market values, as determined by the Company using such reasonable and uniform methods of valuation as it may adopt, as of the following times: (i) the acquisition of additional Membership Interests in the Company by any new or existing Member in exchange for more than a de minimus capital contribution, or the distribution by the Company of more than a de minimus amount of money or other property to a Member as consideration for all or part of its Membership Interests in the Company; and (ii) the liquidation of the Company within the meaning of Section l.704-l(b)(2)(ii)(g) of the Regulations.

c. The Gross Asset Value of any Company asset distributed to a Member shall be the gross fair market value of such asset on the date of contribution.

d. The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Sections 734(b) or 743(b)) of the Regulations.

e. In the event of dissolution or liquidation, the Gross Asset Value of any Company asset distributed to a Member shall be the gross fair market value of such asset on the date of distribution.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsections a., b., c. or d., above, such Gross Asset Value shall thereafter be adjusted by

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the depreciation, cost recovery or amortization taken into account with respect to such asset for purposes of computing Profits or Losses. Such items shall be computed in accordance with Section 1.704-1 (b)(2)(iv)(g)(3) of the Regulations.

9.26. “Member” shall have the meaning given such term in the preamble hereto.

9.27. “Membership Interest” shall mean a Member’s entire ownership interest in the Company, whether expressed in terms of the Member’s Percentage Interest, Units or otherwise, and all rights and obligations with respect to the Company under this Agreement and the Company Act, including, but not limited to, the right to receive distributions from the Company.

9.28. “Net Profits or Losses” shall mean the Profits or Losses for the Fiscal Year computed under the accrual method of accounting.

9.29. “Non-Contributing Member” shall have the meaning given such term in Section 3.7(c) hereof.

9.30. “Officer” shall mean those Persons appointed by the Member pursuant to Section 5.3 herein.

9.31. “Organization Transactions” shall mean all transactions in connection with the contribution to and/or acquisition by the Company of EnergySolutions’ contributed assets pursuant to that certain Contribution Agreement of even date herewith between the Company and EnergySolutions, and

9.32. “Percentage Interest” shall mean a Member’s percentage interest in the Profits, cash flow, Losses, gains and tax credits and distributions of the Company as set forth on Exhibit A attached hereto, as changed from time to time as provided in this Agreement.

9.33. “Person” shall mean an individual, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, estate, business trust, cooperative or association, including each Member, and their heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

9.34. “Profits” or “Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or period, determined in accordance with Section 703(a) of the Code (all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(l) of the Code being included in taxable income or loss for this purpose), with the following adjustments;

a. Any income of the Company described in Section 705(a)(l)(B) of the Code that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or subtracted from such taxable loss.

b. Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Section 1.704-l(b)(2)(iv)(i) of the Regulations and not otherwise taken into account in computing

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Profits or Losses shall be subtracted from such taxable income or added to such taxable loss.

c. In the event the Gross Asset Value of any Company asset is adjusted upon the occurrence of any of the events specified in clauses (c) or (d) of the definition of “Gross Asset Value” herein the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses.

d. Gain or loss resulting from any disposition of an asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of such asset.

In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account depreciation, cost recovery or amortization computed in accordance with Section 1.704-1 (b)(2)(iv)(g)(3) of the Regulations. The Members agree that, to the extent permissible under the Code and Regulations, the sum of the book depreciation and amortization for each period attributable to the properties contributed shall be calculated by multiplying the total book value of such properties by a percentage equal to the sum of the total book depreciation and amortization for such period attributable to the properties contributed by EnergySolutions divided by the total book value of the properties contributed by EnergySolutions.

9.35. “Regulations” shall mean the federal income tax regulations promulgated by the Department of the Treasury under the Code, including temporary (but not proposed) regulations, as such regulations shall be in effect from time to time.

9.36. “Securities Act” shall mean the Securities Act of 1933, as amended.

9.37. “Territory” shall mean the United States of America and its territories.

9.38. “Transfer” shall mean the sale, assignment, conveyance, gift, pledge or other transfer or encumbrance of Membership Interests.

9.39. “Unit” shall mean a divisible portion of a Member’s Membership Interests carrying with it a proportionate amount of each aspect of the rights, privileges, duties and obligations of the Member relating to such Member’s Membership Interests. Initially, each one percent (1%) of Membership Interest of a given class shall be comprised of one (1) Unit of such class.

10. GENERAL PROVISIONS

10.1. Entire Agreement. This Agreement constitutes the entire agreement among the Members, and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. None of the Members shall be bound by nor charged with any oral or written agreements, representations, warranties, statements, promises or understandings with respect to the subject matter hereof not specifically set forth in this Agreement or the exhibits hereto.

10.2. Notices.

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a. Communications given in connection with this Agreement shall be deemed adequately given only if in writing to the Person for whom such Communications are intended and sent by (1) personal delivery, (2) first class registered or certified mail, postage prepaid, return receipt requested, (3) facsimile, (4) nationally recognized overnight delivery service or (5) other means at least as fast and reliable as first class mail. The addresses and facsimile numbers required by this Agreement, unless changed pursuant to Section 11.2.c, are:

(1) To the Company :

c/o Energy Solutions, LLC

423 West 300 South, 2^nd Floor

Salt Lake City, Utah 84101

Attn:                                                          

(2) To Members:

As set forth on Exhibit A hereto.

b. All Communications shall be effective upon such Communication’s Deemed Delivery only.

c. By giving to the Company at least ten (10) days’ written notice thereof, Persons shall have the right from time to time and at any time during the term of this Agreement to change their respective addressee, address and/or facsimile number for notices, and each shall have the right to specify as its address and/or facsimile number for notices any other address and/or facsimile number.

10.3. Validity. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

10.4. Attorneys’ Fees. Should any arbitration or litigation be commenced by the Company against any Member or between the Members hereto or their representatives, or should any Member institute any proceeding in a bankruptcy or similar court which has jurisdiction over any other Member hereto or any or all of such Member’s property or assets concerning any provision of this Agreement or the rights and duties of any Person or entity in relation thereto, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its or their attorneys’ fees and court costs in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.

10.5. Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the Members signatory hereto, and their respective permitted successors and assigns.

10.6. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the Members hereto to express their collective mutual intent. This Agreement shall be construed as if drafted jointly by the Members hereto, and no rule of strict construction will be applied against any Person.

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10.7. Governing Law; Jurisdiction. The Agreement shall be governed by and construed exclusively in accordance with laws of the State of Utah without regard to the conflicts of law principles thereof.

10.8. No Partition. No Member shall have the right to, and each Member hereby covenants that it will not, bring any action to dissolve, terminate or liquidate the Company, except as provided in this Agreement, and no Member at any time shall have the right to petition or to take any action to subject the Company assets or any part thereof to the authority of any court of bankruptcy, insolvency, receivership or similar proceeding, unless the same is approved by a vote of Members.

10.9. Waiver. No consent or waiver, express or implied, by a Member to or of any breach or default by another Member in the performance by such other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member of the same or any other obligations of such other Member hereunder. A failure on the part of a Member to complain of any act or failure to act on the part of another Member or a failure to declare the other Member in default, irrespective of how long such failure continues, shall not constitute a waiver by such Member of its rights hereunder unless such default is cured prior to the date upon which the non-defaulting Member declares such default. The giving of consent by a Member in any one instance shall not constitute a waiver by such Member in any other instance and shall not limit or waive the necessity to obtain such Member’s consent in any future instance.

10.10. Waiver of Notice. Whenever any notice whatever is required to be given to any Person under the provisions of this Agreement or under the provisions of the Articles or under the Company Act, a waiver thereof in writing, signed by the Person or Persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the Person at the meeting objects to the holding of the meeting because proper notice was not given.

10.11. Remedies Not Exclusive. The rights and remedies of the Members and the Company hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the Members confirms that damages at law will be an inadequate remedy for a breach or threatened breach of this Agreement and agrees that, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but nothing herein contained is intended to, nor shall it, limit or affect any rights at law or by statute or otherwise of any Member aggrieved as against another for a breach or threatened breach of any provision hereof, it being the intention of this Section to make clear the agreement of the Members that the respective rights and obligations of the Members hereunder shall be enforceable in equity as at law or otherwise.

10.12. Construction. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; and the singular shall include the plural and vice versa. Titles of Sections and Subsections are for convenience only, and neither limit nor amplify the provisions of this Agreement itself. References to Sections or Subsections shall refer to Sections or Subsections of this Agreement, unless otherwise indicated. The use herein of the word “including,” when following any general statement, terra or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” or “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could

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reasonably fail within the broadest possible scope of such general statement, term or matter. For the purposes of this Agreement, “and/or” means one or the other or both, or anyone or more or all, of the things or Persons in connection with which the conjunction is used.

10.13. Incorporation by Reference. Any exhibits referred to herein are those attached to this Agreement and shall be deemed to be incorporated as a part of this Agreement.

10.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

10.15. Further Assurances. Each party hereto agrees to do all acts and things, and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

10.16. No Broker’s Fees. No broker’s fees or other such fees or commissions shall be payable by the Company with respect to this Agreement or any of the transactions pursuant to which the Members make their initial capital contributions to the Company, and each Member agrees to and shall indemnify and hold harmless the Company against and from any such obligations to which the Member has committed itself or the Company.

10.17. No Third Party Rights. This Agreement shall not (directly, indirectly, contingently or otherwise) confer or be construed as conferring any rights or benefits on any Person that is not a named Member, the holder directly or indirectly of Membership Interests or a permitted Transferee of a Member hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Agreement is executed as of the date first stated above.

ENERGYSOLUTIONS, LLC
By	/s/ Heidi Nakaishi
Its	Assistant Secretary

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EXHIBIT A

MEMBER

THIS SCHEDULE MAY BE AMENDED FROM TIME TO TIME WITH THE REQUIRED CONSENT OF THE MEMBER, IF ANY, TO REFLECT THE ADDITION OF NEW MEMBERS, THE ISSUANCE OF NEW MEMBERSHIP INTERESTS, THE SALE OR EXCHANGE OF MEMBERSHIP INTERESTS, OR OTHER SHIFTS OF MEMBERSHIP INTERESTS PROVIDED ALL SUCH CHANGES ARE PURSUANT TO THE AGREEMENT OR A CHANGE OF ADDRESS OR FACSIMILE NUMBER OF A PERSON FOR WHICH NOTICE WAS GIVEN TO THE COMPANY PURSUANT TO THIS AGREEMENT.

Name and Address	Initial Capital  Contribution		Units		Membership Interest			Percentage Interest
EnergySolutions, LLC 423 W. 300 S., 2nd Floor Salt Lake City, Utah 84101 (801) 975-1776				100		100	%		100	%
		Totals		100		100	%		100	%

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EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

BNG FUEL SOLUTIONS CORPORATION

BNG Fuel Solutions Corporation, a corporation organized and existing under and by virtue of the General Corporation Law (“GCL”) of the State of Delaware (the “Corporation”) does hereby certify:

FIRST: That by the written consent of the directors of the Corporation, executed on May 17, 2006, pursuant to Article III, Section 11 of the Bylaws of the Corporation, a resolution was duly adopted as follows:

RESOLVED: That the Corporation recommend to its shareholder that the name of the Corporation be changed to EnergySolutions, Spent Fuel Division, Inc.

SECOND: That in on May 17, 2006, Action by Written Consent, pursuant to Article II, Section 11 of the Bylaws of the Corporation, the Corporation’s sole shareholder approved said recommended name change, and authorized and directed the Corporation to change its name to EnergySolutions, Spent Fuel Division, Inc. and to amend its Certificate of Incorporation to reflect the new name.

THIRD: That, pursuant to the aforesaid action of its sole shareholder, and in accordance with the provisions of Section 242 of the GCL, the Certificate of Incorporation of BNG Fuel Solutions Corporation is hereby amended as follows:

By striking out the whole of ARTICLE ONE thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE ONE, reading as follows:

“ARTICLE ONE

The name of the Corporation is EnergySolutions, Spent Fuel Division, Inc.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on May 17, 2006

AN ENERGYSOLUTIONS COMPANY

By:	/s/ Jean I. Everest
	Authorized Officer
Title:	Secretary
Name:	Jean I. Everest

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

BNFL FUEL SOLUTIONS CORPORATION

BNFL, Fuel Solutions Corporation, a corporation organized and existing under and by virtue of the General Corporation Law (“GCL”) of the State of Delaware (the “Corporation”) does hereby certify:

FIRST: That by the written consent of the sole director of the Corporation, executed on April 12, 2005, pursuant to Article III, Section 11 of the Bylaws of the Corporation, a resolution was duly adopted as follows:

RESOLVED: That the Corporation recommend to its shareholder that the name of the Corporation be changed to BNG Fuel Solutions Corporation.

SECOND: That in an April 12, 2005, Action by Written Consent, pursuant to Article II, Section 11 of the Bylaws of the Corporation, the Corporation’s sole shareholder approved said recommended name change, and authorized and directed the Corporation to change its name to BNG Fuel Solutions Corporation and to amend its Certificate of Incorporation to reflect the new name.

THIRD: That, pursuant to the aforesaid action of its sole shareholder, and in accordance with the provisions of Section 242 of the GCL, the Certificate of Incorporation of BNFL Fuel Solutions Corporation is hereby amended as follows:

By striking out the whole of ARTICLE ONE thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE ONE, reading as follows:

“ARTICLE ONE

The name of the Corporation is BNG Fuel Solutions Corporation.”

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 13th day of April, 2005.

By:	/s/ Jonathan P. Carter
	Authorized Officer
Title:	Secretary
Name:	Jonathan P. Carter

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

BNFL FUEL SERVICES CORPORATION

BNFL Fuel Services Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)

DOES HEREBY CERTIFY:

FIRST: That, in accordance wish Section 141(f) of the General Corporation Law of the State of Delaware, a unanimous written consent of the Board of Directors of the Corporation was passed duly adopting a resolution setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable, and calling for consideration thereof by the sole stockholder of said Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

FIRST. The name of the corporation is BNFL Fuel Solutions Corporation.

SECOND: That thereafter, in accordance with Section 228 of the General Corporation Law of the State of Delaware, the sole stockholder of the Corporation signed a written consent authorizing the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Alan J. Redley, an Authorized Officer, this 27th day of May, 1998.

By:	/s/ Alan J. Redley
	Alan J. Redley, Vice President

594565

CERTIFICATE OF INCORPORATION

OF

BNFL FUEL SERVICES CORPORATION

FIRST. The name of the corporation is BNFL Fuel Services Corporation.

SECOND. The address of its registered office in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue and the par value per share and class are as follows:

CLASS	NUMBER OF SHARES	PAR VALUE PER SHARE
Common	10,000	$.01

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Mailing Address
Jennifer Lewis	c/o Shaw Pittman Potts & Trowbridge 2300 N Street, N.W. Washington, D.C. 20037

The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation.

SIXTH. The name and mailing address of each person who is to serve as an initial director until the first annual meeting of stockholders or until his or her successor is elected and qualified or until his or her earlier removal or resignation, are as follows:

Name	Mailing Address
Thomas M. Crimmins Jr.	c/o BNFL Inc. 10305 Eaton Place, Suite 450 Fairfax, Virginia 22030
Marilyn F. Meigs	c/o BNFL Inc. 10306 Eaton Place, Suite 450 Fairfax, Virginia 22030
K. Edward Newkirk	c/o BNFL Inc. 10306 Eaton Place, Suite 450 Fairfax, Virginia 22030
Alastair Thomas	c/o British Nuclear Fuels plc Risley Warrington Chesire

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SEVENTH. The business of the corporation shall be managed by a board of directors. The board of directors shall have the power, unless and to the extent that the board may from time to time by resolution relinquish or modify the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to, or repeal the bylaws of the corporation. The number of directors which shall constitute the whole board of directors shall be fixed in the manner provided in the bylaws.

EIGHTH. The corporation is to have perpetual existence.

NINTH. Elections of directors need not be by ballet unless the bylaws of the corporation shall so provide.

TENTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute.

ELEVENTH. No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article ELEVENTH shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of

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the Delaware Code (the Delaware General Corporation Law); or (iv) for any transaction from which the director derived an improper personal benefit. In the event that the Delaware General Corporation Law or any successor thereto is amended with respect to the permissible limits of directors’ liability, this Article ELEVENTH shall be deemed to provide the fullest limitation on liability permitted under such amended statute. Any repeal or modification of this Article ELEVENTH by the stockholders of the corporation only shall be applied prospectively, to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the personal liability of a director of the corporation existing immediately prior to such repeal or modification.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 6th day of April, 1998.

Incorporator

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EX-3.30

Exhibit 3.30

AMENDMENT TO BYLAWS OF

BNFL FUEL SOLUTIONS CORPORATION

THIS AMENDMENT TO BYLAWS (the “Amendment”) of BNFL Fuel Solutions Corporation, a Delaware corporation, amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from BNFL Fuel Solutions Corporation to EnergySolutions, Spent Fuel Division, Inc.

The foregoing Amendment to Bylaws was duly approved by the Board of Directors of the Company on October 11, 2010.

ENERGYSOLUTIONS, SPENT FUEL DIVISION, INC.
By:	/s/ Heidi Nakaishi
	Heidi Nakaishi, Assistant Secretary

BYLAWS

OF

BNFL FUEL SOLUTIONS CORPORATION

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation shall be at 1013 Centre Road, in the City of Wilmington, County of New Castle, State of Delaware. The registered of the corporation agent at such address is Corporation Service Company.

Section 2. Other Offices. The Corporation may also have offices including its principal office, at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall be held at such places either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of other business shall be held, in each year, commencing with the year 1998, at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 3. Notice of Annual Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting, either personally or by mail, not less than ten nor more than sixty days before the date of the meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at this address as it appears on the records of the Corporation.

Section 4. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of the stockholder. The list shall be arranged by voting group and within each voting group by class or series of shares. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during the ordinary

2

business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the meeting during the whole time thereof, and may be inspected by any stockholder who is present at such meeting.

Section 5. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president or by the board of directors and shall also be called by the secretary at the request in writing of the holders of, in the aggregate, not less than 25% of the outstanding shares of the Corporation entitled to vote at such meeting, or of the board of directors. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting. Written notice of a special meeting stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7. Business of Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of at least a majority of the stock issued and outstanding and entitled to vote at any meeting of the stockholders, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might, have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new records date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. Vote Required for Action. When a quorum is present at any meeting:

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(1) In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;

(2) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and

(3) Where a separate vote by a class or classes is required by law or the certificate of incorporation, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Section 10. Voting Rights. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after three years from its date, unless proxy provides a longer period.

5

Section 11. Action Without Meeting.

(a) Unless otherwise restricted by the certificate of incorporation of these bylaws, any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting and without a vote, if a consent or consents in writing, setting for the action so taken shall, be (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (ii) delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(b) Following the taking of corporate action without a meeting, prompt notice shall be given to all stockholders who did not consent in writing to such action.

ARTICLE III

DIRECTORS

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Section 1. Number Constituting Entire Board; Election. The number of directors which shall constitute the whole board shall be not less than one nor more than five. Within such limits the actual number of directors which shall constitute the whole board shall be as fixed from time to time by the board of directors. The directors shall be elected at the annual meeting of the except that the first directors of the Corporation were elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

Section 2. Resignation and Removal. Any director may resign at any time upon written notice to the Corporation. Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election or directors.

Section 3. Filling of Vacancies. Vacancies and newly created directorships resulting from any increases in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected

7

and shall qualify, or until their earlier resignation or removal. If there are no directors if office, then an election of directors may be held in the manner provided by statute.

Section 4. Management by Directors. The business and affairs of the Corporation shall be managed by its board of directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 5. Place of Meetings. The board of directors of the Corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Section 6. Annual Meeting. The first meeting of each newly elected board of directors shall be held immediately after the annual meeting of stockholders and at the same place, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all the directors.

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Section 7. Regular Meetings. Regular meetings of the board of directors may be held without other notice at such time and at such place as shall from time to time to be determined by the board.

Section 8. Special Meetings. Special meetings of the board may be called by the president on one day’s notice to each director, either personally or by mail, telegram or express courier; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of a majority of the directors.

Section 9. Quorum; Vote Required for Action. At all meetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 10. Participation By Conference Telephone. Members of the Board of Directors, or any committee thereof, may

9

participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 11. Action Without Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or such committee.

Section 12. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of standing or special committees may be allowed like compensation for attending committee meetings.

Section 13. Committees. The board of directors may, by resolution passed by majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The board may designate one or

10

more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, and subject to any restrictions imposed by statute, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 14. Minutes of Committee Meetings. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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ARTICLE IV

NOTICES

Section 1. Manner of Giving Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice may also be given by telegram or by express courier.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall, be deemed equivalent to notice. Attendance of a person at a meeting of stockholders, directors, or members of a committee of directors, shall constitute a waiver of notice of such meeting, except when the stockholder, director or committee member attends a meeting of the express purpose of objecting, at the beginning of the meeting, to the transaction of any business

12

because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

ARTICLE V

OFFICERS

Section 1. Required Officers. The officers of the Corporation shall be chosen by the board of directors and shall include a president, a treasurer, and a secretary. Any number of offices may be held by the same person unless the certificate of incorporation or these bylaws otherwise provide.

Section 2. Additional Officers. The board of directors may appoint one or more vice presidents and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 3. Election of Officers. The board of directors at its first meeting after each annual meeting of stockholders shall choose the officers of the Corporation, except that the first officers of the Corporation shall be chosen by the board of

13

directors at the organizational meeting of the board of directors following incorporation.

Section 4. Compensation. The salaries of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the board of directors.

Section 5. Tenure. Each officer of the Corporation shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the total number of directors. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation shall be filled by or in the manner prescribed by the board of directors.

Section 6. President. The president shall be the chief executive officer and chief operating officer of the Corporation and shall have general and active supervision and management of the business of the Corporation. The president may sign, on behalf of the Corporation, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation,

14

or shall be required by law to be otherwise signed or executed, and, in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 7. Vice President. In the absence of the president, the vice president, if any, or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election, shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall generally assist, the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 8. Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the stockholders and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when requested by such committee. The secretary shall give, or cause to be given, required notice of all meetings of the stockholders and the board of directors, and shall perform such other duties as may be prescribed by the board of directors. The secretary shall have custody of the stock

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certificate books and stockholder records and such other books and records as the board of directors may direct. The secretary shall have custody of the corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretary’s signature. The board of directors may give general authority to any other officers to affix the seal of the Corporation and to attest the affixing thereof by this signature.

Section 9. Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors and shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chairman and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the Corporation and shall perform such other duties and have such other powers as the board of directors or president may from time to time prescribe.

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ARTICLE VI

CERTIFICATES OF STOCK; STOCK TRANSFERS; RECORD DATE

Section 1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of, the Corporation by the president or the vice president and by the treasurer or the secretary certifying the number of shares owned by him in the Corporation. If the Corporation is authorized to issue different classes of share or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and by the authority of the board of directors to determine variations for future series) shall be summarized on the front or back of each certificate of shares or such class or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the stockholder this information on request in writing and without charge. All certificates for share shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Ay or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose

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facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation as if he were such officer, transfer agent or registrar at the date of issue.

Section 2. Lost Certificates. The board of directors may direct a new stock certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares accompanied by proper evidence of authority to transfer, the Corporation shall issue a new

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certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Fixing Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor leas than ten days before the date of such meeting. If no record is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the next day on which the meeting is held. A determination of stockholders or record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the

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resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent, of the Corporation having custody of the book in which proceedings of meetings of a stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If not record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation of Law of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the closed of business on the day on which the board of directors adopts the resolution taking such prior action.

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(c) In order that the Corporation may determine the stockholders entitled to receive payment or any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 5. Registered Stockholders. The Corporation shall entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and except as required by law shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest

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of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders, to vote at such meetings, to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be January to December. The board of directors shall have the power to change the fiscal year of the Corporation from time to time.

Section 2. Execution of Instruments. Contracts, deeds, documents and instruments shall be executed by the president, unless the board of directors shall, in a particular situation or as a general direction, designate another procedure for their execution.

Section 3. Checks and Drafts. The Corporation shall establish a bank account for deposit of the funds of the Corporation and the drawing of checks or drafts thereon. All

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checks or drafts drawn on such account shall require the signature of one officer of the Corporation. The appointment of additional signatories of the bank account and the opening of additional bank accounts shall require the approval of the board of directors.

Section 4. Corporate Seal. The corporate seal, if the directors shall adopt one, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be sued by causing it or a facsimile thereof to be impressed, affixed, or reproduced in any other manner.

Section 5. Indemnification. The Corporation shall indemnify its officers and directors to the full extent permitted by the General Corporation Law of the State of Delaware as such may be amended from time to time.

Section 6. Voting Shares in Other Corporations. In the absence of other arrangements by the board of directors, shares of stock issued by any other corporation and owned or controlled by this Corporation may be voted at any shareholders’ meeting of the other corporation by the president of this Corporation or, if he is not present at the meeting, by any vice president of this Corporation, and in the event neither the president nor any vice president is to be present at a meeting, the shares may be voted by such person as the president and secretary or this Corporation

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shall be duly executed proxy designate to represent this Corporation.

ARTICLE VIII

AMENDMENTS

Section 1. Power of Stockholders. New bylaws may be adopted of these bylaws may be amended or repealed by the vote of stockholders entitled to exercise a majority of the voting power of the Corporation or by the written consent of such stockholders, except as otherwise provided by law or by the certificate of incorporation.

Section 2. Power of Directors. As specified in the Corporation’s certificate of incorporation, the board of directors shall have the power to amend or repeal these bylaws or to adopt new bylaws by the vote of a majority of the total number of directors or by the written consent of all the directors.

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EX-3.31

Exhibit 3.31

CERTIFICATE OF INCORPORATION

OF

GTSD SUB IV, INC.

Article 1. NAME

The name of this corporation is GTSD Sub IV, Inc. (the “Corporation”).

Article 2. REGISTERED OFFICE AND AGENT

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Article 3. PURPOSE AND POWERS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

Article 4. CAPITAL STOCK

4.1. Authorized Shares

The total number of shares of all classes of stock chat the Corporation shall have the authority to issue is one thousand (1,000), all of which shares shall be Common Stock, all of one class, having a par value of $.01 per share (“Common Stock”).

Article 5. INCORPORATOR

The name and mailing address of the incorporator (the “Incorporator”) are Thomas Brennan, 111 South Calvert Street, Suite 1600, Baltimore, Maryland 21202.

Article 6. BOARD OF DIRECTORS

6.1. Number; Election

The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.

6.2. Management of Business and Affairs of the Corporation

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

6.3. Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article 6.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.

Article 7. AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the

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Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.

Article 8. RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 8.

IN WITNESS WHEREOF. the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, hereby certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this 15th day of May, 2000.

Thomas Brennan
Incorporator
By:	/s/ Thomas Brennan

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EX-3.32

Exhibit 3.32

BYLAWS

OF

GTSD Sub IV, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thererat present in person or by proxy. If there be no such quorum, the

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holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a) At each meeting of stockholders, every stockholder entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may be, but not need be, by ballot and a plurality of the votes cast there shall elect such directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting for the action so taken, shall be signed by the holders of recorded of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, allots or consents, hear and determine all challenges and questions arising in connection

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with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Compensation.

(a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board of Directors shall be two, or such larger number as may be fixed from time to time by the Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.

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Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President or by any two directors then in office. Notice of the place, date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mailing the same at least 48 hours before the date of the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than 24 hours before the date of the meeting.

SECTION 8. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Section 8 shall constitute presence at such meeting.

SECTION 9. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

SECTION 13. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the

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absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws. Unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ACTICLE III

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurers and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the board of Directors shall provide.

SECTION 3. Resignation Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute

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documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors.

SECTION 5. President. The President shall be the chief operating officer of the Corporation, and shall have such duties as customarily pertain to that office, subject to the control of the Chief Executive Officer and Board of Directors. The President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Chief Executive Officer and Board of Directors.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders and the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or an Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE IV

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors of the respective officers in charge thereof may from time to time determine. The record

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books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in these Bylaws.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a recorded date, which shall not be more than 60 nor less than 10 days before the date of such meeting, no more than 60 days prior to any other action. A determination of stockholders of recorded entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as

7

of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VI

Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.

ARTICLE VII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, but the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE VIII

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, place or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or

8

affixed, upon any paper or document, by an process whatsoever, an impression, facsimile or other reproduction of such corporate seal.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE X

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XI

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

9

ARITCLE XII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by such Section, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Advancing Expenses. Expenses (including attorneys’ fees) incurred by a present or former director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the Corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the Corporation or its stockholders.

SECTION 3. Liability Offset. The Corporation’s obligation to provide indemnification under this Article XII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.

SECTION 4. Continuing Obligation. The provisions of this Article XII shall be deemed to be a contract between the Corporation and each director of the Corporation who services in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action suit or proceeding thereto fore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 5. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue

10

unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the Delaware General Corporation Law.

SECTION 7. Definitions. The phrases and terms set forth in this Article XII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE XIII

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

11

EX-3.33

Exhibit 3.33

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:46 PM 09/19/2006

FILED 01:10 PM 09/19/2006

SRV 060862313 – 0836146 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is: HITTMAN TRANSPORT SERVICES, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to: 160 Greentree Drive, Suite 101, City of Dover, 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on September 14, 2006.

/s/ Paul J. Hagan

Paul J. Hagan, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 08/03/1995

950174826 – 836146

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*    *    *    *    *

Hittman Transport Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Delaware 19904, and the present registered office of the corporation is in the County of Kent.

The Board of Directors of Hittman Transport Services, Inc. adopted the following resolution on the 3rd day of July, 1995.

Resolved, that the registered office of Hittman Transport Services, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Hittman Transport Services, Inc. has caused this statement to be signed by Lisa K. Pastor, its Assistant Secretary, this 2^nd day of August, 1995.

/s/ Lisa K. Pastor

Lisa K. Pastor, Assistant Secretary

8303120115

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

HITTMAN TRANSPORT SERVICES, INC.

1. The name of the corporation (hereinafter called the “corporation”) is

HITTMAN TRANSPORT SERVICES, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on October     , 1993

	[ILLEGIBLE]
	- President
Attest:
[ILLEGIBLE]
Secretary

DEL. -C.A. -D

00002

CERTIFICATE OF INCORPORATION

OF

HITTMAN TRANSPORT SERVICES, INC.

FIRST: The name of the Corporation is Hittman Transport Services, Inc.

SECOND: The address of the Corporation’s registered office in this State is 100 West Tenth Street, Wilmington, County of New Castle, Delaware 19801, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purposes of the Corporation are to engage primarily in the business of transporting radioactive waste and empty radioactive material containers within the State of Illinois, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation has authority to issue is 10,000 shares, and such shares shall be issued in one class. The par value of each of such shares shall be ten cents ($0.10). Each stockholder at every meeting of the stockholders, shall be entitled to one (1) vote for each share of capital stock of the Corporation held by such stockholder.

00002

– 2 –

FIFTH: The incorporator of the Corporation is David N. Brown, 888 Sixteenth Street, N.W., Washington, D.C. 20006.

SIXTH: The names and addresses of the persons who are to serve as directors of the Corporation until the first annual meeting of the stockholder or until the election and qualification of their successors are as follows:

Peter T. Tuite	9190 Red Branch Road Columbia, Maryland 21045
Marc Friedenberg	9190 Red Branch Road Columbia, Maryland 21045
Harry W. Feinstein	9190 Red Branch Road Columbia, Maryland 21045

SEVENTH: The Board of Directors of the Corporation is empowered to issue from time to time shares of its stock, whether now or hereafter authorized, or securities convertible into shares of its stock, whether now or hereafter authorized.

EIGHTH: The original By-Laws of the Corporation shall be adopted by the Board of Directors of the Corporation; thereafter the Board of Directors or the stockholders of the Corporation shall be empowered to make, alter, or repeal by-laws in the manner provided in the By-Laws.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders of any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application

00003

– 3 –

in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditor or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if mentioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation on this 18th day of March, 1977.

/s/ David N. Brown

David N. Brown

888 Sixteenth Street, N.W.

Washington, D.C. 20006

00004

8303120115

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

HITTMAN TRANSPORT SERVICES, INC.

1. The name of the corporation (hereinafter called the “corporation”) is

HITTMAN TRANSPORT SERVICES, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on October     , 1993

	[ILLEGIBLE]
	- President
Attest:
[ILLEGIBLE]
Secretary

DEL. -C.A. -D

00002

CERTIFICATE OF INCORPORATION

OF

HITTMAN TRANSPORT SERVICES, INC.

FIRST: The name of the Corporation is Hittman Transport Services, Inc.

SECOND: The address of the Corporation’s registered office in this State is 100 West Tenth Street, Wilmington, County of New Castle, Delaware 19801, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purposes of the Corporation are to engage primarily in the business of transporting radioactive waste and empty radioactive material containers within the State of Illinois, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation has authority to issue is 10,000 shares, and such shares shall be issued in one class. The par value of each of such shares shall be ten cents ($0.10). Each stockholder at every meeting of the stockholders, shall be entitled to one (1) vote for each share of capital stock of the Corporation held by such stockholder.

00002

– 2 –

FIFTH: The incorporator of the Corporation is David N. Brown, 888 Sixteenth Street, N.W., Washington, D.C. 20006.

SIXTH: The names and addresses of the persons who are to serve as directors of the Corporation until the first annual meeting of the stockholder or until the election and qualification of their successors are as follows:

Peter T. Tuite	9190 Red Branch Road Columbia, Maryland 21045
Marc Friedenberg	9190 Red Branch Road Columbia, Maryland 21045
Harry W. Feinstein	9190 Red Branch Road Columbia, Maryland 21045

SEVENTH: The Board of Directors of the Corporation is empowered to issue from time to time shares of its stock, whether now or hereafter authorized, or securities convertible into shares of its stock, whether now or hereafter authorized.

EIGHTH: The original By-Laws of the Corporation shall be adopted by the Board of Directors of the Corporation; thereafter the Board of Directors or the stockholders of the Corporation shall be empowered to make, alter, or repeal by-laws in the manner provided in the By-Laws.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders of any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application

00003

– 3 –

in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditor or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if mentioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation on this 18th day of March, 1977.

/s/ David N. Brown

David N. Brown

888 Sixteenth Street, N.W.

Washington, D.C. 20006

00004

EX-3.34

Exhibit 3.34

BY-LAWS

OF

HITTMAN TRANSPORT SERVICES, INC.

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The registered agent of the Corporation at such address is The Corporation Trust Company.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporaton may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meeting. All meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the board of directors or stated in the notice of the meeting or duly executed waivers thereof.

- 2 -

Section 2. Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of other business specified in the notice of meeting shall be held in each year on any day between 9:00 a.m. and 5:00 p.m., as shall be designated by the board of directors and stated in the notice of the meeting.

Section 3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting, either personally or by mail, not less than ten nor more than sixty days before the date of the meeting.

Section 4. Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the

- 3 -

meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing signed by two or more members of the board of directors and stating the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, either personally or by mail, not less than ten nor more than sixty days before the date of the meeting.

Section 7. Special Meeting-Business. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

- 4 -

Section 8. Quorum; Adjourned Meetings. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. Required Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such

- 5 -

meeting, usless the question is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10. Voting. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action Without Meeting. Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior

- 6 -

action by the board of directors is necessary, shall be the date on which the first written consent is expressed.

ARTICLE III

DIRECTORS

Section 1. General Authority. The business and affairs of the Corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the Corporation and do such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 2. Number and Election. The number of directors which shall constitute the whole board shall be not less than one as determined from time to time by the board of directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article III and except that the first directors of the Corporation shall be named in the certificate of incorporation and each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting

- 7 -

from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Meetings Generally. The board of directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. First Meeting. The first meeting of each newly elected board of directors shall be held immediately after the annual meeting of stockholders and at the same place, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

- 8 -

Section 6. Regular Meetings. Regular meetings of the board of directors or any committee thereof may be held without notice at such time and at such place as shall from time to time be determined by the board or committee, as the case may be.

Section 7. Special Meetings; Notice. Special meetings of the board of directors or of any committee thereof shall be held whenever called by any director or committee member, as the case may be. Notice of the meeting shall be mailed to each director or committee member, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable or wireless, or be delivered personally or by telephone, not later than one (1) day before the day on which the meeting is to be held. The notice shall state the time and place of the meeting but need not state the purpose thereof, except as otherwise herein expressly provided. A written waiver of notice signed by the director entitled to notice, whether before or after the time stated therein, shall be equivalent to notice. Attendance of the director at the meeting shall constitute a waiver of notice.

- 9 -

Section 8. Quorum; Required Vote; Adjourned Meetings . At all meetings of the board or any committee thereof, a majority of the directors or committee members shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the board of directors or committee, as the case may be, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors or committee thereof the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without Meetings; Telephone Meeting. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Unless othewise restricted by the certificate of incorporation or these by-laws, members of the board of directors or any committee designated by such board, may participate

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in a meeting of such board or committee by means of conference, telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 10. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the power and authority of the board of directors in the

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management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the by-laws of the Corporation; and, unless the resolution or certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 12. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving

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compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. Resignation. Any director of the Corporation may resign at any time by giving written notice to the President or to the Secretary of the Corporaton. The resignation of any director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 14. Removal. Any director or the entire board of direcors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as may be provided by statute or the certificate of incorporation.

ARTICLE IV

NOTICES

Section 1. General. Whenever under the provisions of the statutes or of the certificate of incorporation or of these By-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean written notice by personal delivery or by mail, addressed to such director or stockholder, at his address as it appears on the records of the

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Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone, or personal delivery.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these By-Laws.

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ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall be chosen by the board of directors and shall be a President, a Vice-President, a Secretary and a Treasurer. The board of directors may also choose additional Vice-Presidents , and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, except for the offices of President and Secretary and the offices of President and Vice President.

Section 2. Election. The board of directors at its first meeting after each annual meeting of stockholders shall choose a President, one or more Vice-Presidents, a Secretary and a Treasurer.

Section 3. Other Officers. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the board of directors.

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Section 5. Term of Office, Removal. The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the Corporation shall be filled by or in the manner prescribed by the board of directors.

Section 6. President. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and board of directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect, all subject to the general control of the board of directors.

Section 7. Vice-Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the board of directors or President may from time to time prescribe.

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Section 8. Secretary. The Secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors and shall perform such other duties as may be prescribed by the board of directors or President. The Secretary shall have custody of the corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature. The board of directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 9. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such

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other duties and have such other powers as the board of directors or President may from time to time prescribe. Any Assistant Secretary shall have authority to affix the corporate seal and attest by his signature to the same extent as the Secretary.

Section 10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the President and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 11. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in

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the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the board of directors or President may from time to time prescribe.

Section 12. Execution of Documents. All deeds, mortgages, bonds, contracts, reports and other instruments may be executed in behalf of the Corporation by the President or any Vice-President or by any other officer authorized to take such action, whether by law, the certificate of incorporation, these by-laws or a general or specific authorization of the board of directors.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. General. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or Asssitant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 2. Facsimile. Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (1) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent

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or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares and compliance with the requirements

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of Section 8-401 of Title 6 of the Delaware Code Annotated, as amended, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of a stockholders meeting, nor more than sixty days prior to the date of the payment of such dividends, the distribution of such rights, the exercise of such rights or the taking of any other lawful action. If no record date is fixed the record date for determining stockholders (a) entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; provided, however, that Section 11 of Article II hereof shall control with respect to fixing the

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record date for purposes of determining stockholders entitled to express consent to corporate action in writing without a meeting where no prior action by the board of directors is necessary, and (b) for any other purpose shall be the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6. Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of

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stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings; or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 7. Stockholder’s Rights of Inspection. Any stockholder, in person or by attorney or other agent, shall upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal place of business. As used in this Section, “stockholder” means a stockholder of record.

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ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum of sums as the directors from time to time, in their absolute discretion, think proper as a reserve or. reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conductive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was-created.

Section 2. Voting Securities of Other Corporations. The President shall have the authority to vote on behalf of the Corporation the securities of any other corporation, which are owned or held by the Corporation and may attend meetings of stockholders or execute and deliver proxies for such purpose.

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Section 3. Contracts, Checks, Notes, Bank Accounts, Etc. All contracts and agreements authorized by the board of directors, and all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money shall be signed by the President or a Vice-President or the Treasurer or by such officer or officers or employee or employees as the board of directors may from time to time designate.

Section 4. Deposits. All funds of the Corporation otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the board of directors or the President or the Treasurer shall direct in such banks, trust companies or other depositories as the board of directors may select, or as may be selected by any officer or officers or agent or agents of the Corporation to whom power in that respect shall have been delegated by the board of directors. For the purpose of deposit and collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be as determined by the board of directors.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of

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its organization, the words “Corporate Seal, Delaware”, and such words and figures as the board of directors may approve and adopt. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

ARTICLE VIII

INDEMNIFICATION

Every person who is or was a director, officer, employee or agent of the Corporation or of any other corporation, partnership, joint venture, trust or other enterprise which he served at the request of the Corporation shall have a right to be indemnified by the Corporation against all liability and reasonable expenses incurred by him in connection with or resulting from any action, suit or proceeding in which he may become involved as a party or otherwise (other than an action, suit or proceeding brought by him against the Corporation or such other corporation or other enterprise)

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by reason of his being or having been a director, officer, employee or agent of the Corporation or such other corporation, partnership, joint venture, trust or other enterprise, provided (a) that said action, suit or proceeding shall be prosecuted to a final determination and he shall defend successfully on the merits or otherwise, or (b) in the absence of such a final determination in his favor, that the board of directors shall determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, that he reasonably cooperated with the Corporation in conducting any such action, suit or proceeding and, with respect to any criminal action or proceeding, that he had no reasonable cause to believe his conduct was unlawful; said determinations to be made (i) by the board of directors by a majority vote of a quorum consisting of directors not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders.

For purposes of this Section: (a) “liability and reasonable expenses” shall include, but not be limited to, reasonable counsel fees and disbursements, amounts of any judgment, fine or penalty, and reasonable amounts paid in

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settlement; (b) “action, suit or proceeding” shall include every claim, action, suit or proceeding, whether civil or criminal, derivative or otherwise, administrative or investigative, and any appeal relating thereto, and shall include, any reasonable apprehension or threat of such an action, suit or proceeding; and (c) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the conduct of the person seeking indemnification did not meet the standard of conduct set forth in proviso (b) of the preceding paragraph.

Notwithstanding all of the foregoing, in the case of any action or suit by, or in the right of, the Corporation: (a) no indemnification shall be made in respect of any claim, issue or matter as to which the person seeking indemnification shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and (b) indemnification shall

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extend only to reasonable expenses, including reasonable counsel fees and disbursements.

If a person meets the requirements of this by-law with respect to some matters in a claim, suit or proceeding, but not with respect to others, he shall be entitled to indemnification as to the former. Advances against expenses may be made by the Corporation on terms fixed by the board of directors subject to an obligation to repay if indemnification proves unwarranted. The indemnification provided by this by-law shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

This by-law shall not be construed to authorize indemnification in any case or for any liability or expense where such indemnification would not be lawful. This by-law shall be applicable to actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.

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The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or of any other corporation partnership, joint venture, trust or other enterprise which he served at the request of the Corporation against all liability and reasonable expenses incurred by him in any such capacity, or arising out of his status as such, whether or not such person would have a right to be indemnified by the Corporation against such liability and expense under this by-law.

ARTICLE IX

INTERESTED OFFICERS OR DIRECTORS

No contract or transaction between this Corporation and one or more of its directors or officers, or between this Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

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(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.

ARTICLE X

AMENDMENTS

These by-laws may be altered or repealed at any regular meeting of the board of directors, or at any special meeting of the board of directors if notice of

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such alteration or repeal is contained in the notice of such special meeting, or by majority vote of the stock outstanding at the annual meeting of stockholders or at any special meeting of stockholders if notice of such alteration or repeal is contained in the notice of such special meeting.

EX-3.35

Exhibit 3.35

MUST BE TYPED FILING FEE: $25.00 MUST SUBMIT TWO COPIES Mail to: Secretary of State Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 894-2251 Fax (303) 894-2242

Please include a typed self-addressed envelope ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of incorporation:

FIRST: The name of the corporation is Manufacturing Sciences Corporation

SECOND: The following amendment to the Articles of Incorporation was adopted on April 3, 2001, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

¨	No shares have been issued or Directors Elected - Action by Incorporators
¨	No shares have been issued but Directors Elected - Action by Directors
¨	Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required.
x	Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.
	Please see attached amendment.

THIRD: If changing corporate name, the new name of the corporation is                                 

FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

If these amendments are to have a delayed effective date, please list that date:                                 

(Not to exceed ninety (90) days from the date of filing)

Signature
Title	Secretary

Revised 7/95

55:387:146W
03/26/93

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

The following amendment was adopted by the shareholders of the Corporation on MARCH 30, 1993, in the manner prescribed by the Colorado Corporation Code:

WHEREAS, the Board of Directors of the Corporation deems it advisable and in the best interests of the Corporation that the Articles of Incorporation of the Corporation be amended to provide for certain changes in voting rights; be it

RESOLVED, that Article IX of the Articles of Incorporation of Manufacturing Sciences Corporation is hereby amended to read as follows:

VOTING

With respect to any of the following actions to be taken by the shareholders of the corporation, the affirmative vote or concurrence of the holders of a majority of all the outstanding shares of the corporation entitled to vote shall be required:

1. To amend these Articles of Incorporation.

2. To lend money to, to guarantee the obligations of and to otherwise assist the directors of the corporation or of any other corporation the majority of whose voting capital stock is owned by the corporation.

3. To sell, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the corporation, with or without its goodwill, not in the usual or regular course of its business.

4. To merge or consolidate the corporation.

5. To dissolve the corporation voluntarily.

6. To revoke voluntary dissolution proceedings of the corporation.

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55:387:146W

03/26/93

7. To authorize issuance of additional shares of common stock or securities convertible into common stock, to declare stock dividends, or to authorize any stock split.

The number of shares of the Corporation outstanding at the time of such adoption was 1,000 and the number of shares entitled to vote thereon was 1,000.

The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS	NUMBER OF SHARES
Common Stock	1,000

The number of shares voted for such amendment was 1,000 and the number of shares voted against such amendment was -0-.

The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

CLASS	NUMBER OF SHARES VOTED
	For	Against
Common Stock	1,000	-0-

The manner, if not set forth in such amendment, in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected, as is follows:

No change.

The manner in which amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

No change.

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55:387:146W

03/26/93

MANUFACTURING SCIENCES CORPORATION
By:	/s/ Alan L. Liby
	Alan L. Liby, President
and	/s/ Dennis R. Floyd
	Dennis R. Floyd, Secretary

STATE OF ILLINOIS	)
	)
Du Page COUNTY	)

Personally came before me this 30 day of March, 1993, the above named Alan L. Liby, President and Dennis R. Floyd, Secretary, to me known to be the persons who executed the foregoing document and acknowledged that they executed the same for the said Corporation by its authority.

Notary Public, State of Illinois

My Commission: 9-4-94

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		for office use only
	MAIL TO: Colorado Secretary of State Corporations Office 1560 Broadway, Suite 200 Denver, Colorado 80202 (303) 894-2200 ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendments to its Articles of Incorporation:

FIRST: The name of the corporation is’(note 1) Manufacturing Sciences Corporation

SECOND: The following amendment to the Articles of Incorporation was adopted on March 5, 1992, as prescribed by the Colorado Corporation Code, in the manner marked with an X below:

¨ Such amendment was adopted by the board of directors where no shares have been issued.

x Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

RESOLVED, that the first sentence of Article XI of the articles of incorporation of the Corporation be amended to read as follows:

The number of directors constituting the board of directors of the Corporation is five (5).

THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

None

FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

None

MANUFACTURING SCIENCES CORPORATION		(Note 1)
By	/s/ Jeffery S. Vincent
	Its Jeffery S. Vincent,                Vice-President
and	/s/ Richard H. Irving	(Note 2)
	Its Richard H. Irving,                         Secretary
		(Note 3)
	Its                                                           Director

NOTES:	1. Exact corporate name of corporation adopting the Articles of Amendments. (If this is a change of name amendment the name before this amendment is filed)
	2. Signatures and titles of officers signing for the corporation.
	3. Where no shares have been issued, signature of a director.

ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MANUFACTURING SCIENCES CORPORATION.

SECOND: The following amendment was adopted by the shareholders of the Corporation on July 3, 1984, in the manner prescribed by the Colorado Corporation Code:

WHEREAS, the Board of Directors of the Corporation deems it advisable and in the best interests of the Corporation that the Articles of Incorporation of the Corporation be amended to provide for certain changes in voting rights; be it

RESOLVED, that the Articles of Incorporation of Manufacturing Sciences Corporation are hereby amended by striking the word “majority” in the introductory clause of ARTICLE IX and inserting the words “one hundred percent” in lieu thereof and by adding the following language to the end of ARTICLE IX: “7. To authorize issuance of additional shares of common stock or securities convertible into common stock, to declare stock dividends, or to authorize any stock split.”

THIRD: The number of shares of the Corporation outstanding at the time of such adoption was 1,000 and the number of shares entitled to vote thereon was 1,000.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS	NUMBER OF SHARES
Common Stock	1,000

FIFTH: The number of shares voted for such amendment was 1,000 and the number of shares voted against such amendment was -0-.

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

CLASS	NUMBER OF SHARES VOTED
	For	Against
Common Stock	1,000	-0-

SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected, as is follows:

No change.

EIGHTH: The manner in which amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

No change.

MANUFACTURING SCIENCES CORPORATION
By	/s/ Dennis R. Floyd
	Dennis R. Floyd, President
and	/s/ Alan L. Liby
	Alan L. Liby, Secretary

STATE OF COLORADO	)
CITY AND	)	ss.
COUNTY OF DENVER	)

Before me, J. BRIAN STOCKMAR, a Notary Public in and for the said County and State, personally appeared Dennis R. Floyd and Alan L. Liby who acknowledged before me that they are the President and Secretary, respectively, of Manufacturing Sciences Corporation, a Colorado corporation and that each of them signed the foregoing Articles of Amendment as his free and voluntary act and deed for the uses and purposes therein set forth, and that the facts contained therein are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of July, 1984.

My commission expires: My Commission Expires Oct, 28, 1985

(SEAL)	/s/ J. Brian Stockmar
	Notary Public

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ARTICLES OF INCORPORATION   OF   MANUFACTURING SCIENCES CORPORATION

The undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Colorado Corporation Code, adopt the following Articles of Incorporation for such corporation:

ARTICLE I

Name

The name of the corporation is: MANUFACTURING SCIENCES CORPORATION.

ARTICLE II

Duration

The period of duration of the corporation is perpetual.

ARTICLE III

Purposes

The purposes for which the corporation is organized are as follows:

A. Industrial research, process and product development, engineering, marketing, consulting and manufacturing.

B. To purchase or otherwise acquire, and to own, hold, manage, manufacture, develop and sell, lease, encumber or otherwise dispose of and deal in personal property of every

kind and description, tangible or intangible and including, but not limited to, stock, stock rights, options or warrants, debentures, bonds, and other obligations and securities of corporations or other entities, whether in connection with or incident or related to the foregoing purposes or otherwise;

C. To purchase or otherwise acquire, and to own, hold, manage, develop and sell, lease, encumber or otherwise dispose of and deal in real property, whether improved or unimproved, and any interest therein, of every kind and description, whether in connection with or incident or related to the foregoing purposes or otherwise;

D. To invest, on behalf of itself or others, in any form, any part of its capital and such additional funds as it may obtain, in any corporation, association, partnership, organization, venture, or entity of any kind or character and otherwise acquire such interests therein as the board of directors may from time to time deem convenient or proper and actively engage in, promote, manage and otherwise protect and develop any investment or interest so acquired, whether in connection with or incident or related to the foregoing purposes or otherwise;

E. To provide services and to act as agent, factor or employee for any entity or individual, whether in connection with or incident to the foregoing purposes or otherwise;

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F. To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes herein- above set forth and to do all other things incidental thereto or connected therewith which are not forbidden by the Colorado Corporation Code, by any other law, or by these Articles of Incorporation; and

G. To carry out the purposes hereinabove set forth in any political subdivision or dependency of the United States of America, or any foreign country, to the extent that such purposes are not forbidden by the laws of such political subdivision or dependency of the United States of America or by such foreign country.

ARTICLE IV

Powers

The corporation shall have and may exercise all powers and rights granted or otherwise provided for by the Colorado Corporation Code, including, but not limited to, all powers necessary or convenient to effect the corporation’s purposes.

ARTICLE V

Shares

A. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is fifty thousand (50,000) shares of common stock of the par value of one dollar ($1.00) per share.

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B. Transfer Restrictions. The corporation shall have the right to impose restrictions upon the transfer of any of its authorized shares or any interest therein. The board of directors is hereby authorized on behalf of the corporation to exercise the corporation’s right so to impose such restrictions, whether by provision in the Bylaws or otherwise.

C. Cumulative Voting. Cumulative voting of shares in the election of directors is mandatory.

D. Grant of Pre-emptive Rights. The shareholders of the corporation shall have a pre-emptive right to acquire, additional unissued or treasury shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares, including but not limited to, the pre-emptive rights set forth in Section 7-4-110 2(a)(I) and (II) and 2(b), (c), and (d), C.R.S. 1973, as amended from time to time. In all events, the pre-emptive rights granted hereby shall only be an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such rights.

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ARTICLE VI

Conflicts of Interest

No contract or other transaction between the corporation and one or more of its directors or officers, or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable solely because of such relationship or interest or solely because such directors are present at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because their votes are counted for such purpose. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE VII

Indemnification

In addition to the other powers now or hereafter conferred upon the corporation by these Articles of Incorporation, the Colorado Corporation Code or otherwise, the corporation shall possess and may exercise all powers to indemnify directors, officers, employees, fiduciaries and other persons and all powers whatsoever incidental thereto (including without limitation the power to advance expenses and the power to

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purchase and maintain insurance with respect thereto), without regard to whether or not such powers are expressly provided for by the Colorado Corporation Code. The board of directors is hereby authorized on behalf of the corporation and without shareholder action to exercise all of the corporation’s powers of indemnification, whether by provision in the Bylaws or otherwise.

ARTICLE VIII

Quorum

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Except as otherwise provided by these Articles of Incorporation or the Colorado Corporation Code, if a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders.

ARTICLE IX

Voting

With respect to any of the following actions to be taken by the shareholders of the corporation, the affirmative vote or concurrence of the holders of majority of all the outstanding shares of the corporation entitled to vote shall be required:

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1. To amend these Articles of Incorporation.

2. To lend money to, to guarantee the obligations of and to otherwise assist the directors of the corporation or of any other corporation the majority of whose voting capital stock is owned by the corporation.

3. To sell, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the corporation, with or without its goodwill, not in the usual or regular course of its business.

4. To merge or consolidate the corporation.

5. To dissolve the corporation voluntarily.

6. To revoke voluntary dissolution proceedings of the corporation.

ARTICLE X

Registered Office and Agent

The address of the initial registered office of the corporation is 711 Walnut Street, Boulder, CO 80302 and the name of the corporation’s initial registered agent at such address is Alan L. Liby.

ARTICLE XI

Board of Directors

The number of directors constituting the initial board of directors of the corporation is three (3). The names and addresses of the persons who are to serve as directors

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until the first annual meeting of shareholders or until their successors are elected and qualify are:

Dennis R. Floyd	3265 Fenton Denver, CO 80033
Alan L. Liby	4662 Kirkwood Ct. Boulder, CO 80301
Michael J. Floyd	861 Golf Vu Drive Fond du Lac, Wisconsin 54935

ARTICLE XII

Incorporator

The names and addresses of the incorporators are:

Alan L. Liby	4662 Kirkwood Ct. Boulder, CO 80301
Dennis R. Floyd	3265 Fenton Denver, CO 80033

ARTICLE XIII

Amendments

The corporation reserves the right to amend its Articles of Incorporation from time to time in accordance with the Colorado Corporation Code.

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IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation on July 31, 1982.

/s/ Alan L. Liby

Alan L. Liby

/s/ Dennis R. Floyd

Dennis R. Floyd

STATE OF COLORADO	)
	)	ss.
COUNTY OF Boulder	)

I , EUNICE IRWIN, a Notary Public, hereby certify that Alan L. Liby personally appeared before me, who being by me first duly sworn, declared that he is the person who signed the foregoing Articles of Incorporation as incorporator, and that the statements therein contained are true.

In witness whereof, I have hereunto set my hand and seal this 31st day of July, 1982.

My commission expires: 3-21-85

/s/ Eunice Irwin

Notary Public

1648 SPRUCE ST

BOULDER , CO 80302

Address

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STATE OF COLORADO	)
	)	ss.
COUNTY OF Boulder	)

I , EUNICE IRWIN, a Notary Public, hereby certify that Dennis R. Floyd personally appeared before me, who being by me first duly sworn, declared that he is the person who signed the foregoing Articles of Incorporation as incorporator, and that the statements therein contained are true.

In witness whereof, I have hereunto set my hand and seal this 31st day of July, 1982.

My commission expires: 3-21-85

/s/ Eunice Irwin

Notary Public

1648 SPRUCE ST

BOULDER, CO 80302

Address

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EX-3.36

Exhibit 3.36

AMENDMENT

TO THE BYLAWS

OF

MANUFACTURING SCIENCES CORPORATION

THIS AMENDMENT TO THE BYLAWS OF Manufacturing Sciences Corporation, a Colorado Corporation, (the “Company”), amends the Bylaws of the Company.

WITNESSETH

WHEREAS, the Company is a Colorado Corporation governed by the Bylaws of the Company, dated as of August 24, 1981 (the “Bylaws”).

WHEREAS, the Board of Directors of the Company duly approved this Amendment to the Bylaws on March 24, 2011;

NOW, THEREFORE, the Bylaws of the Company are amended as follows:

I. AMENDMENT.

The Bylaws are amended by deleting Article III, Section 2 entitled Number and Qualification in its entirety thereto and inserting the new Section 2 as follows:

2. Number and Qualification. The Board of Directors shall consist of five (5) members. After the organizational meeting of the initial Board of Directors, and without limiting the power of the Board of Directors, the shareholders of the corporation may, by amendment of these Bylaws, reduce or increase the number of directors from time to time, provided that the number of directors shall at least be equal to the number of shareholders of record of the corporation. Directors need not be shareholders or residents of the State of Colorado.

The foregoing Amendment to the Bylaws of Manufacturing Sciences Corporation was duly approved by Board of Directors of the Company, as of the day and year first written above.

Manufacturing Sciences Corporation
By:	/s/ Heidi Nakaishi
	Heidi Nakaishi
	Assistant Secretary

BYLAWS

OF

MANUFACTURING SCIENCES CORPORATION

(A Colorado Corporation)

Effective As of August 24, 1982

BYLAWS

OF

MANUFACTURING SCIENCES CORPORATION

TABLE OF CONTENTS

		Page
ARTICLE I
Offices
1.	Business Offices		1
2.	Registered Office		1
ARTICLE II
Shareholders’ Meetings
1.	Annual Meetings		1
2.	Special Meetings		2
3.	Place of Meetings		2
4.	Notice of Meetings		3
5.	Voting Record		4
6.	Organization		4
7.	Agenda and Procedure		5
8.	Quorum		5
9.	Adjournment		6
10.	Voting		6
11.	Inspectors		8

ARTICLE III
Board of Directors
1.	Election and Tenure	8
2.	Number and Qualification	9
3.	Annual Meetings	9
4.	Regular Meetings	9
5.	Special Meetings	9
6.	Place of Meetings	10
7.	Notice of Meetings	10
8.	Quorum	10
9.	Organization, Agenda and Procedure	11
10.	Resignation	11
11.	Removal	11
12.	Vacancies	12
13.	Executive and Other Committees	13
14.	Compensation of Directors	13
ARTICLE IV
Waiver of Notice and Action by Consent
1.	Waiver of Notice	14
2.	Action Without a Meeting	14
3.	Meetings by Telephone	15
ARTICLE V
Officers
1.	Election and Tenure	15
2.	Resignation, Removal and Vacancies	16
3.	President	16

4.	Vice Presidents	17
5.	Secretary	17
6.	Treasurer	18
7.	Assistant Secretaries and Assistant Treasurers	18
8.	Bond of Officers	19
9.	Salaries	19
	ARTICLE VI
Indemnification
1.	Third Party Actions	19
2.	Derivative Actions	20
3.	Automatic Indemnification	21
4.	Determination	22
5.	Payment in Advance	22
6.	Insurance	23
7.	Other Coverage	23
	ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
1.	Execution of Instruments	24
2.	Borrowing	24
3.	Loans to Directors, Officers and Employees	25
4.	Checks and Endorsements	25
5.	Deposits	26
6.	Proxies	26

ARTICLE VIII
Shares of Stock
1.	Certificates of Stock	27
2.	Record	28
3.	Transfer of Stock	28
4.	Transfer Agents and Registrars; Regulations	29
5.	Lost, Destroyed or Mutilated Certificates	29
ARTICLE IX
Corporate Seal		29
ARTICLE X
Fiscal Year		30
ARTICLE XI
Corporate Books and Records
1.	Corporate Books	30
2.	Addresses of Shareholders	30
3.	Fixing Record Date	30
4.	Inspection of Books and Records	31
5.	Distribution of Financial Statements	32
6.	Audits of Books and Accounts	32
ARTICLE XII
Emergency Bylaws		32
ARTICLE XIII
Amendments		32

BYLAWS

OF

MANUFACTURING SCIENCES CORPORATION

(a Colorado corporation)

ARTICLE I

Offices

1. Business Offices. The corporation may have one or more offices at such place or places within or without the State of Colorado as the Board of Directors may from time to time determine or as the business of the corporation may require.

2. Registered Office. The registered office of the corporation shall be as set forth in the Articles of Incorporation, unless changed as provided by the provisions of the Colorado Corporation Code.

ARTICLE II

Shareholders’ Meetings

1. Annual Meetings. The annual meetings of shareholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may come before the meeting shall be held each year on the last Friday in April at 9:00 a.m., local time at the place of the meeting, or at such other time to be fixed each year by the Board of Directors not less than twenty

(20) days prior to such meeting. If the day so fixed for such annual meeting shall be a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same hour.

2. Special Meetings. Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the President or by the Board of Directors and shall be called by the President or the Secretary upon the request (which shall state the purpose or purposes therefor) of a majority of the Board of Directors or of the holders of not less than ten percent (10%) of the number of shares of outstanding stock of the corporation entitled to vote at the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice.

3. Place of Meetings. Meetings of shareholders shall be held at such place or places, within or without the State of Colorado, as may be designated in the notice of the meeting, or, if no place is designated in the notice, the place of the shareholders’ meetings shall be the registered office of the corporation.

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4. Notice of Meetings. Notice of each meeting of shareholders, whether annual or special, shall be given not less than ten (10) nor more than fifty (50) days prior thereto to each shareholder entitled to vote thereat by delivering written notice thereof to such shareholder personally or by depositing the same in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the stock transfer books of the corporation; provided, however, that if the authorized shares of the corporation are proposed to be increased, at least thirty (30) days’ notice in like manner shall be given; and provided, further, that if other or different notice is required by the Colorado Corporation Code (as in the case of the sale, lease or exchange of the corporation’s assets, or the merger, consolidation or dissolution of the corporation), the provisions of the Colorado Corporation Code shall govern. If three successive letters mailed to the last known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary, until another address for such shareholder is made known to the corporation. The notice of all meetings shall state the place, day and hour thereof. The notice of a special meeting shall, in addition, state the purposes thereof.

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5. Voting Record. At least ten (10) days before every meeting of shareholders a complete record of the shareholders entitled to vote thereat or any adjournment thereof, arranged in alphabetical order, showing the address of each shareholder and the number of shares registered in the name of each, shall be prepared by the officer or agent of the corporation who has charge of the stock transfer books of the corporation. Such record shall be open to the inspection of any shareholder for any purpose germane to the meeting at the principal office of the corporation during usual business hours for a period of at least ten (10) days before such meeting. Such record shall also be produced and kept at the time and place of the meeting during the whole time thereof and subject to inspection for any purpose germane to the meeting by any shareholder who may be present.

6. Organization. The President or any Vice President shall call meetings of shareholders to order and act as chairman of such meetings. In the absence of said officers, any shareholder entitled to vote thereat, or any proxy of any such shareholder, may call the meeting to order and a chairman shall be elected by a majority of the shareholders entitled to vote thereat. In the absence of the Secretary or any Assistant Secretary of the corporation, any person appointed by the chairman shall act as secretary of such meetings.

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7. Agenda and Procedure. The Board of Directors shall have the responsibility of establishing an agenda for each meeting of shareholders, subject to the rights of shareholders to raise matters for consideration which may otherwise properly be brought before the meeting although not included within the agenda. The chairman shall be charged with the orderly conduct of all meetings of shareholders; provided, however, that in the event of any difference in opinion with respect to the proper course of action which cannot be resolved by reference to statute, the Articles of Incorporation or these Bylaws, Robert’s Rules of Order (as last revised) shall govern the disposition of the matter.

8. Quorum. The holders of a majority of the shares entitled to vote thereat shall, when present in person or represented by proxy, be requisite to and shall constitute a quorum at all meetings of shareholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. In the absence of a quorum at any such meeting, a majority of the shareholders present in person or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time for a period not to exceed sixty (60) days at any one adjournment without further notice (except as provided in Section 9 of this Article II) until a quorum shall be present or represented.

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9. Adjournment. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

10. Voting.

(a) Each shareholder shall at every meeting of shareholders, or with respect to corporate action which may be taken without a meeting, be entitled to one vote for each share of stock having voting power held of record by such shareholder on the record date designated therefor pursuant to Section 3 of Article XI of these Bylaws (or the record date established pursuant to statute in the absence of such designation); provided, however, that in all elections of directors there shall be cumulative voting and each shareholder so entitled to vote shall have the right to give to one candidate a number of votes equal to the number of directors to be elected multiplied by the number of such shareholder’s shares of stock or to distribute the votes on the same principle among as many candidates as such shareholder may see fit.

(b) Each shareholder so entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or

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express such consent or dissent in person or may authorize another person or persons to vote or act for him by proxy executed in writing by such shareholder (or by his duly authorized attorney in fact) and delivered to the secretary of the meeting (or if there is no meeting, to the Secretary of the corporation); provided that no such proxy shall be voted or acted upon after eleven (11) months from the date of its execution, unless such proxy expressly provides for a longer period.

(c) The voting rights of fiduciaries, beneficiaries, pledgors, pledgees and joint, common and other multiple owners of shares of stock shall be as provided from time to time by law, including in particular § 7-4-116, C.R.S. 1973, as amended.

(d) Shares of the corporation held of record by another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(e) When a quorum is present at any meeting of shareholders, the vote of the holders of majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of a

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statute, or the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision on such question.

11. Inspectors. The chairman of the meeting may at any time appoint two (2) or more inspectors to serve at a meeting of the shareholders. Such inspectors shall decide upon the qualifications of voters, including the validity of proxies, accept and count the votes for and against the questions presented, report the results of such votes, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the questions presented. The inspectors need not be shareholders of the corporation, and any director or officer of the corporation may be an inspector on any question other than a vote for or against his election to any position with the corporation or on any other question in which he may be directly interested.

ARTICLE III

Board of Directors

1. Election and Tenure. The business and affairs of the corporation shall be managed by a Board of Directors who shall be elected at the annual meetings of shareholders by cumulative vote. Each director shall be elected to serve and

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to hold office until the next succeeding annual meeting and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

2. Number and Qualification. The Board of Directors shall consist of three (3) members. After the organizational meeting of the initial Board of Directors, and without limiting the power of the Board of Directors, the shareholders of the corporation may, by amendment of these Bylaws, reduce or increase the number of directors from time to time, provided that the number of directors shall at least be equal to the number of shareholders of record of the corporation. Directors need not be shareholders or residents of the State of Colorado.

3. Annual Meetings. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers and the transaction of any other business.

4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time or times as may be determined by the Board of Directors and specified in the notice of such meeting.

5. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called by the President or the Secretary on the written request of any one (1) director.

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6. Place of Meetings. Any meeting of the Board of Directors may be held at such place or places either within or without the State of Colorado as shall from time to time be determined by the Board of Directors and as shall be designated in the notice of the meeting.

7. Notice of Meetings. Notice of each meeting of directors, whether annual, regular or special, shall be given to each director. If such notice is given either (a) by personally delivering written notice to a director or (b) by personally telephoning such director, it shall be so given at least two (2) days prior to the meeting. If such notice is given either (a) by depositing a written notice in the United States mail, postage prepaid, or (b) by transmitting a cable or telegram, in all cases directed to such director at his residence or place of business, it shall be so given at least four (4) days prior to the meeting. The notice of all meetings shall state the place, date and hour thereof, but need not, unless otherwise required by statute, state the purpose or purposes thereof.

8. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum at all meetings of the Board of Directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, other than announcement at the meeting, until a quorum shall be present.

9. Organization, Agenda and Procedure. The President or in his absence any director chosen by a majority of the directors present shall act as chairman of the meetings of the Board of Directors. In the absence of the Secretary or any Assistant Secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be as determined by the Board of Directors.

10. Resignation. Any director of the corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the President, any Vice President or the Secretary of the corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

11. Removal. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of a majority of the issued and

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outstanding shares of stock entitled to vote for the election of directors of the corporation given at a special meeting of the shareholders called and held for such purpose; provided, however, that if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted for such director at an election of the entire Board of Directors. The vacancy in the Board of Directors caused by any such removal may be filled by such shareholders at such meeting or, if the shareholders at such meeting shall fail to fill such vacancy, by the Board of Directors as provided in Section 12 of this Article III.

12. Vacancies. Except as provided in Section 11 of this Article III, any vacancy occurring for any reason in the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting or at a special meeting of shareholders called for that purpose or by the shareholders’ unanimous written consent. A director elected to fill a vacancy shall be elected for the unexpired

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term of his predecessor in office and shall hold office until the expiration of such term and until his successor shall be elected and shall qualify or until his earlier death, resignation or removal. A director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of shareholders and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

13. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by Section 2 of this Article III, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by statute, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Rules governing the procedures for meetings of executive or other committees shall be as established by the Board of Directors or by such committee.

14. Compensation of Directors. Each director may be allowed such amount per annum or such fixed sum for attendance at meetings of the Board of Directors, executive or other committee, as may be from time to time fixed by resolution of the Board of Directors, together with reimbursement for the

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reasonable and necessary expenses incurred by such director in connection with the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

ARTICLE IV

Waiver of Notice and Action by Consent

1. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of a statute or of the Articles of Incorporation, or by these Bylaws, a waiver thereof either in writing signed by the person entitled to said notice (or such person’s agent or attorney in fact thereunto authorized) or by telegraph, cable or any other available method, whether before, at or after the time stated therein, or the appearance of such person or persons at such meeting in person or by proxy (except for the sole purpose of challenging the propriety of the meeting), shall be deemed equivalent to such notice.

2. Action Without a Meeting. Any action required or which may be taken at a meeting of the directors, shareholders or members of an executive or other committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, shareholders or members of an executive or other committee, as

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the case may be, entitled to vote with respect to the subject matter thereof.

3. Meetings by Telephone. Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

ARTICLE V

Officers

1. Election and Tenure. The officers of the corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected annually by the Board of Directors. The Board of Directors may also elect or appoint such other officers and assistant officers as may be deemed necessary. The Board of Directors may delegate to any such officer the power to appoint or remove subordinate officers, agents or employees. Any two or more offices may be held by the same person, except the offices of President and Secretary. Each officer so elected or appointed shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal.

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2. Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice thereof to the Board of Directors or the President. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary to render the same effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors specified in Section 2 of Article III of these Bylaws, or by an executive committee thereunto duly authorized. If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office and shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal.

3. President. The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the shareholders and shall have general and active management of the business of the corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect and in general shall perform all duties as may from time to time be assigned to him by the Board of Directors.

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4. Vice Presidents. The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President.

5. Secretary. The Secretary shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of Secretary, including without limitation the duty and power to give notice of all meetings of shareholders and the Board of Directors, to attend such meetings and keep a record of the proceedings, and to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents, the execution of which on behalf of the corporation is authorized by these Bylaws or by the action of the Board of Directors.

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6. Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board of Directors, making proper accounts thereof, and to render as required by the Board of Directors statements of all such transactions as Treasurer and of the financial condition of the corporation.

7. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence, inability or refusal to act of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.

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8. Bond of Officers. The Board of Directors may require any officer to give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of his duties and for the restoration to the corporation of all property in his possession or under his control belonging to the corporation.

9. Salaries. Officers of the corporation shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE VI

Indemnification

1. Third Party Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other

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enterprise, including serving as trustee, plan administrator or other fiduciary of any employee benefit plan, against expenses (including attorney fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any civil or criminal action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, nor with respect to any criminal action or proceeding, shall the presumption be created that he had reasonable cause to believe that his conduct was unlawful.

2. Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the

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corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Automatic Indemnification. If a director, officer, employee, fiduciary or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall automatically be indemnified against expenses (including attorney fees) actually and reasonably incurred by

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him in connection therewith without the necessity of any such determination that he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.

4. Determination. Except as provided in Section 3, any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for such purpose.

5. Payment in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors as provided in Section 4 of this Article VI upon

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receipt of a written undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article VI.

6. Insurance. The Board of Directors may exercise the corporation’s power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including serving as a trustee, plan administrator or other fiduciary of any employee benefit plan, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability hereunder or otherwise.

7. Other Coverage. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, the provisions of the Colorado Corporation Code or otherwise, and any

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procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of the heirs and personal representatives of such person.

ARTICLE VII

Execution of Instruments; Loans; Checks

and Endorsements; Deposits; Proxies

1. Execution of Instruments. The President or any Vice President shall have the power to execute and deliver on behalf of and in the name of the corporation any instrument requiring the signature of an officer of the corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Unless authorized so to do by these Bylaws or by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

2. Borrowing. No loan shall be contracted on behalf of the corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless

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authorized by the Board of Directors or a committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, the officer or officers thereunto authorized may effect loans at any time for the corporation from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the corporation, and when authorized as aforesaid, as security for the payment of any and all loans (and any obligations incident thereto) of the corporation, may mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, at any time owned or held by the corporation, and to that end may execute and deliver such instrument as may be necessary or proper in the premises.

3. Loans to Directors, Officers and Employees. The corporation may lend money to, guarantee the obligations of and otherwise assist directors, officers and employees of the corporation, or directors of another corporation of which the corporation owns a majority of the voting stock, only upon compliance with the requirements of the Colorado Corporation Code.

4. Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness, bills of lading, warehouse

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receipts, trade acceptances and other such instruments shall be signed or endorsed by such officers or agents of the corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

5. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the corporation or its order.

6. Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or

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other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VIII

Shares of Stock

1. Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate certifying the number of shares owned by him in the corporation and designating the class of stock to which such shares belong, which shall otherwise be in such form as is required by law and as the Board of Directors shall prescribe. Each such certificate shall be signed by such representatives of the corporation as are authorized by the Colorado Corporation Code; provided, however, that where such certificate is signed or countersigned by a transfer agent or registrar (other than the corporation or any employee of the corporation) the signatures of such officers of the corporation may be in facsimile form. In case any officer of the corporation who shall have signed,

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or whose facsimile signature shall have been placed on, any certificate shall cease for any reason to be such officer before such certificate shall have been issued or delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person who signed such certificate, or whose facsimile signature shall have been placed thereon, had not ceased to be such officer of the corporation.

2. Record. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the corporation.

3. Transfer of Stock. Transfers of shares of the stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized, and on the surrender of the certificate or certificates for such shares properly endorsed.

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4. Transfer Agents and Registrars; Regulations. The Board of Directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the corporation. The Board of Directors may make such rules and regulations as it may deem expedient and as are not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the corporation.

5. Lost, Destroyed or Mutilated Certificates. In case of the alleged loss, destruction or mutilation of a certificate representing stock of the corporation, a new certificate may be issued in place thereof, in such manner and upon such terms and conditions as the Board of Directors may prescribe, and shall be issued in such situations as required by law, including § 4-8-405, C.R.S. 1973.

ARTICLE IX

Corporate Seal

The corporate seal shall be in the form approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.

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ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the year established by the Board of Directors.

ARTICLE XI

Corporate Books and Records

1. Corporate Books. The books and records of the corporation may be kept within or without the State of Colorado at such place or places as may be from time to time designated by the Board of Directors.

2. Addresses of Shareholders. Each shareholder shall furnish to the Secretary of the corporation or the corporation’s transfer agent an address to which notices from the corporation, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at his address last known to the Secretary or transfer agent.

3. Fixing Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the shareholders entitled to a notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent (or dissent) to corporate action in writing, without a meeting, or entitled to receive payment of any

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dividend or other distribution or allotment of rights in respect of any change conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action to which the same relates. Only such shareholders as shall be shareholders of record on the date so fixed shall be so entitled with respect to the matter to which the same relates. If the Board of Directors shall not fix a record date as above provided, and if the Board of Directors shall not for such purpose close the stock transfer books as provided by statute, then the record date shall be established by statute in such cases made and provided.

4. Inspections of Books and Records. Any person who has been a holder of record of shares (or of voting trust certificates representing shares) for at least three (3) months immediately preceding his demand or who is the holder of record of, or the holder of record of voting trust certificates representing, at least five percent (5%) of all outstanding shares of the corporation, has the right, upon written demand stating the purpose thereof, to examine, in person or by agent or attorney, at any reasonable time and for any proper purpose, the corporation’s books and records of account, minutes and record of holders of shares (and of voting trust certificates there for) and to make extracts therefrom.

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5. Distribution of Financial Statements. Upon the written request of any shareholder of the corporation, the corporation shall mail to such shareholder its last annual and most recently published financial statement.

6. Audits of Books and Accounts. The corporation’s books and accounts shall be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.

ARTICLE XII

Emergency Bylaws

Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the Colorado Corporation Code.

ARTICLE XIII

Amendments

Subject to repeal or change by action of the shareholders, the power to alter, amend or repeal the Bylaws or adopt new bylaws shall be vested in the Board of Directors.

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EX-3.37

Exhibit 3.37

Control No: K216166

Date Filed: 01/27/2010 01:27 PM

Wesley B. Tallor

Deputy Secretary of State

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

PARALLAX, INC.

Parallax, Inc., a corporation organized and existing under the laws of the State of Georgia (the “Corporation”), does hereby certify as follows:

FIRST: That the name of the Corporation shall be changed from Parallax, Inc. to EnergySolutions Performance Strategies Inc.,

SECOND: That the date on which the Articles of Incorporation of the Corporation were filed on August 14, 1992.

THIRD: The sole Shareholder of the Corporation, acting in accordance with the provisions of Section 14-2-1006 of the Code of Georgia, on December 29, 2009, adopted resolutions authorizing the amendment of the Articles of Incorporation as follows:

Article 1, of the Articles of Incorporation shall be stricken in its entirety and inserting in lieu thereof the following:

The name of the corporation is EnergySolutions Performance Strategies Inc.

FOURTH: That in compliance with O.C.G.A. § 14-2-1006.1(b) the Corporation shall deliver to the publisher of a newspaper which is of general circulation, the Notice of Change of Corporate Name no later than the next business day following the delivery of the Articles of Amendment to the Secretary of State.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by Jeanna M. Baker, Assistant Secretary of the Corporation, on this 4^th day of January, 2009

/s/ Jeanna M. Baker

Jeanna M. Baker

Assistant Secretary

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

PARALLAX, INC.

PARALLAX, INC., a corporation organized and existing under the laws of the State of Georgia (the “Corporation”), does hereby certify as follows:

FIRST: That the name of the Corporation is: Parallax, Inc.

SECOND: That the date on which the Articles of Incorporation of the Corporation (the “Charter”) were filed was August 14, 1992.

THIRD: The Board of Directors and the Shareholders of the Corporation, acting in accordance with the provisions of Section 14-2-1003 of the Code of Georgia, on March 28, 2003. adopted resolutions authorizing the amendment of the Charter as follows:

The Charter is amended by striking the first paragraph of Article II and inserting in lieu thereof the following:

A. The Corporation is authorized to issue one class of stock to be designated “Common Stock”. The total number of shares which the Corporation is authorized to issue is two million (2,000,000) shares, having a par value of one cent ($0.01) per share.

B. Upon the filing of this Amendment to Articles of Incorporation each outstanding share of Common Stock of the Corporation shall be automatically converted and reconstituted as 850 shares of Common Stock of the Corporation.

C. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the shares of the Corporation (voting together on an-as-if-converted basis).

*****

IN WITNESS WHEREOF, this corporation has caused this Amendment to signed by Margie S. Lewis. its President, this 9^th day of April. 2003.

Parallax, Inc.
By:	/s/ Margie S. Lewis
	Margie S. Lewis
	President

ARTICLES OF INCORPORATION

of

PARALLAX, INC.

ARTICLE I

The name of the corporation is “Parallax, Inc.”

ARTICLE II

The number of shares the Corporation is authorized to issue is not more than 10,000 shares of common stock, having a par value of $.01 per share. The Corporation shall have authority to issue not more than 10,000 shares of preferred stock. The Board of Directors shall have the authority to divide any or all shares of preferred stock into series and to fix and determine the relative rights and preferences of the shares of any series so established, in accordance with Section 14-2-81 of the Georgia Business Corporation Code.

ARTICLE III

The street address of the initial registered office of the Corporation is: 102 Smokerise Trace, Peachtree City, Fayette County, Georgia 30269. The initial registered agent of the Corporation at such address shall be Dolan Faulkner.

ARTICLE IV

The name and address of the incorporator is as follows:

Oliver Lee

Troutman Sanders

600 Peachtree Street, N.E.

Suite 5200

Atlanta, Georgia 30308

ARTICLE V

The mailing address of the initial principal office of the Corporation is: 102 Smokerise Trace, Peachtree City, Fayette County, Georgia 30269.

ARTICLE VI

The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.

ARTICLE VII

The Corporation shall have perpetual duration.

ARTICLE VIII

The Corporation is a corporation for profit and is organized for the following general purposes: To engage in any lawful for profit business including, but not limited to, the design, implementation and inspection of nuclear facilities, consulting, advising, monitoring and evaluating the same; and to carry on any lawful business or activity relating thereto; and to engage in any other lawful act or activity for which corporation may be organized under the Georgia Business Corporation Code.

ARTICLE IX

In addition to, but not in limitation of, the general powers conferred by law, the Corporation shall have the power to make distributions to its shareholders out of its capital surplus, to purchase its own shares out of its reserves and restricted capital surplus available therefor.

ARTICLE X

The holders of shares of the Corporation’s stock shall have preemptive rights to acquire any unissued shares of its capital stock.

ARTICLE XI

The Corporation shall not commence business until it shall have received $500.00 in payment for the issuance of shares of its stock.

ARTICLE XII

The initial Board of Directors shall consist of three members, who shall be and whose addresses are set forth below:

Dolan Falconer

102 Smokerise Trace

Peachtree City, Georgia 30269

Oliver Lee

Troutman Sanders

600 Peachtree Street, Suite 5200

Atlanta, Georgia 30308

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ARTICLE XIII

In addition to, but not in limitation of, any other provisions of the Georgia Business Corporation Code and the Bylaws of the Corporation, any action required by the Georgia Business Corporation Code to be taken at a meeting of the shareholders of the Corporation or any action which may be taken at a meeting of the shareholders of the Corporation may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by persons who would be entitled to vote at a meeting those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by classes) of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted; provided; however, that action by less than unanimous written consent may not be taken with respect to any election of directors as to which shareholders would be entitled to cumulative voting, and provided further that such no such consent shall be effective unless the requirements of Georgia Code Section 14-2-112(d) have been met.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of the 12^th day of June, 1992.

/s/ Oliver Lee

Oliver Lee, Incorporator

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EX-3.38

Exhibit 3.38

THIRD AMENDMENT TO BYLAWS OF

ENERGYSOLUTIONS PERFORMANCE STRATEGIES, INC.

THIS THIRD AMENDMENT TO BYLAWS (the “Amendment”) of EnergySolutions Performance Strategies, Inc., a Georgia corporation, amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from EnergySolutions Performance Strategies Inc. to EnergySolutions Performance Strategies Inc.

The foregoing First Amendment to Bylaws was duly approved by the Board of Directors of the Company on December 16, 2010.

ENERGYSOLUTIONS PERFORMANCE STRATEGIES INC.
By:	/s/ Jeanna Baker
	Jeanna Baker, Assistant Secretary

SECOND AMENDMENT TO BYLAWS OF

PARALLAX, INC.

THIS SECOND AMENDMENT TO BYLAWS (the “Amendment”) of Parallax, Inc., a Georgia corporation, amends the Bylaws of the Company as currently in effect in the following way:

1. The name of the Corporation shall be changed from Parallax, Inc. to EnergySolutions Performance Strategies, Inc.

The foregoing Second Amendment to Bylaws was duly approved by the Board of Directors of the Company on July 30, 2010.

ENERGYSOLUTIONS PERFORMANCE STRATEGIES, INC.
By:	/s/ Heidi Nakaishi
	Heidi Nakaishi, Assistant Secretary

FIRST AMENDMENT TO BYLAWS OF

PARALLAX, INC.

THIS FIRST AMENDMENT TO BYLAWS (the “Amendment”) of Parallax, Inc., a Georgia corporation (the “Company”), amends the Bylaws of the Company as currently in effect (the “Bylaws”), in the following way:

1. The last sentence of Section 4.1, General Provisions, of the Bylaws is hereby deleted in its entirety and restated as follows:

“Any two or more offices may be held by the same person.”

The foregoing First Amendment to Bylaws was duly approved by the Board of Directors of the Company on January 17, 2007.

PARALLAX, INC.
By:	/s/ Margie S. Lewis
	Margie S. Lewis, Secretary

1

PARALLAX, INC.

BYLAWS

ARTICLE I

OFFICES

The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1. Annual Meeting. A meeting of shareholders of the Corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the President or any holder or holders of at least 25 percent of the outstanding capital stock of the Corporation. Special meetings shall be held at such time and place and on such date as shall be specified in the notice of the meeting.

2.3. Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

2.4. Notice. Notice of annual or special shareholders meetings stating the place, day and hour of the meeting shall be given in writing not less than 10 nor more than 50 days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof unless the shareholder shall provide written notice to the Corporation prior to the taking of any action by the shareholders at such meeting that his attendance is not to be deemed a waiver of the requirement that such notice be given or of the adequacy of any notice that may have been given to such shareholder. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the Articles of Incorporation, merger or consolidation of the Corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of law.

2.5. Quorum. At all meetings of shareholders a majority of the outstanding shares of stock shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the

shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6. Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the Corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof and any further requirements of law pertaining to such consents have been complied with.

ARTICLE III

BOARD OF DIRECTORS

3.1. Management. Subject to these bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.

3.2. Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors; provided that the Board of Directors shall consist of not fewer than three members unless at any time all of the shares of the Corporation shall be held beneficially and of record by fewer than three shareholders, in which case the number of directors may be fewer than three but not fewer than the number of shareholders; and provided further, that if at least a majority of the outstanding shares of capital stock of the Corporation having the power to vote for the election of directors is owned of record by one shareholder, the shareholders may determine to have only one member of the Board of Directors. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3. Vacancies. The directors may fill the place of any director which may become vacant prior to the expiration of his term, by vote of a majority of the remaining directors, though less than a quorum, or by the sole remaining director, as the case may be. Any such director elected to fill a vacancy shall be elected for the unexpired term of the director whose place has become vacant.

3.4. Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any director, on two days, written notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

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3.5. Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and any further requirements of law pertaining to such consents have been complied with.

3.6. Interested Directors and Officers. An interested director or officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another corporation, partnership, association or other entity which is a party to a contract or transaction with the Corporation. Contracts and transactions between the Corporation and one or more interested directors or officers shall not be void or voidable solely because of the involvement or vote of such interested persons as long as (i) the contract or transaction is approved in good faith by the Board of Directors or appropriate committee by the affirmative vote of a majority of disinterested directors, even if the disinterested directors be less than a quorum, at a meeting of the Board or committee at which the material facts as to the interest of the interested person or persons and the contract or transaction are disclosed or known to the Board or committee prior to the vote; or (ii) the contract or transaction is approved in good faith by the shareholders after the material facts as to the interest of the interested person or persons and the contract or transaction have been disclosed to them; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, committee, or shareholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or committee which authorizes the contract or transaction.

3.7. Authority to Execute Documents and Agreements. The President and any other officer or officers of the Corporation as may be designated in writing by the President or by resolution of the Board of Directors shall have authority, acting alone and without the necessity of further action by the Board of Directors or the shareholders, to enter into contracts and agreements of every nature on behalf of the Corporation, or on behalf of any general or limited partnership, joint venture or trust in which the Corporation is a general or limited partner, joint venturer, or trustee, and to cause the Corporation to be bound by the terms thereof. Such authority shall include, without limitation, the authority to enter into, on behalf of the Corporation or on behalf of the Corporation acting in its capacity as a general or limited partner, joint venturer, or trustee of any general or limited partnership, joint venture or trust of which the Corporation is a general or limited partner, joint venturer, or trustee: contracts for purchase or sale of real or personal property; options for purchase or sale of real or personal property; deeds, bills of sale or other instruments of conveyance; notes or other evidences of indebtedness; mortgages, security deeds, security agreements or other security instruments or security assignments; loan agreements; development agreements; general partnership agreements; limited partnership agreements; certificates of limited partnership; joint venture agreements; trust agreements; guaranty agreements; powers of attorney; certificates; and all other instruments, agreements, and documents incidental to any of the foregoing; and any amendments or supplements thereto or to any thereof; and to make on behalf of the Corporation any representations, warranties (including warranties of title), covenants and certificates contained in any of the foregoing. Any of such contracts, agreements and instruments executed on behalf of the Corporation or on behalf of the Corporation in its capacity as a general or limited partner, joint venturer, or trustee of any general or limited partnership, joint venture or trust in which the Corporation is a general or limited partner, joint venturer, or trustee, by the President or any other officer of the Corporation designated in writing by the President or by resolution of the Board of Directors shall constitute the act of and be binding on the Corporation in accordance with

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its terms, and execution of any thereof as aforesaid by any such officer shall be conclusive evidence of such authority, and may be relied upon by all persons dealing with the Corporation without the necessity of any further inquiry until actual receipt of written notice of the revocation of the authority of any such officer by the President or by resolution of the Board of Directors. The execution by any such officer of any such contract, agreement, instrument or document on behalf of the Corporation may be attested by the Secretary or any Assistant Secretary of the Corporation and the seal of the Corporation affixed thereto, but no such attestation or affixation of the seal of the Corporation shall be necessary to the effectiveness thereof. The Secretary and each Assistant Secretary of the Corporation shall be authorized to provide a certified copy of this provision and a certification of the names and specimen signatures of the person or persons authorized to act hereunder from time 2to time to all persons and entities transacting or proposing to transact business with the Corporation, and each such person and entity shall be entitled to rely on the continuing effectiveness of such authorization until receipt of a further certification by the Secretary or any Assistant Secretary as to such authority or of written notification signed by the President or a certified copy of a resolution adopted by the Board of Directors indicating that such authority has been modified or terminated.

ARTICLE IV

OFFICERS

4.1. General Provisions. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the Corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death. Any two or more offices may be held by the same person, except the offices of President and Secretary.

4.2. President. The President shall be the chief executive officer of the Corporation and shall have general and active management of the operation of the Corporation. He shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general and active management of the financial affairs of the Corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the Corporation.

4.3. Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the Corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.4. Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or Board of Directors.

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4.5. Assistant Officers. Assistants to the Secretary and Treasurer may be appointed by the President or by the Board of Directors and shall have such duties as shall be delegated to them by the President or the Board of Directors.

4.6. Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties as may be delegated by the President or the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1. Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and Secretary and the seal of the Corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2. Transfer of Shares. Transfers of shares shall be made on the stock books of the Corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3. Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

BANK ACCOUNTS

The President, the Treasurer and any Vice President or Assistant Treasurer, as may from time to time be designated by the President, shall have authority, without the necessity of further action by the Board of Directors or the shareholders, to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be selected by any such officer. Any of such officers or any agent of the Corporation designated in writing by any of such officers may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money drawn against the account in the name of the Corporation, and made or signed by such officers or agents. Each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by any officer or agent so designated until written notice of the revocation of the authority of any such officer or agent by the President or by resolution of the Board of Directors shall have been received by such bank or trust company.

Unless the terms of any designation of officers or agents of the Corporation authorized to act under authority of this provision shall otherwise require, any action taken under authority of this provision (including, without limitation, execution of checks, drafts, or other orders for the payment of money) may be taken upon authorization by, and shall

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require execution by, only one of such officers or agents so designated. The Secretary shall provide a certified copy of this provision and a certification of the names and specimen signatures of the person or persons authorized to act hereunder from time to time to the banks or trust companies in which bank accounts of the Corporation are proposed to be established or in which funds Of the Corporation are deposited, and each such bank or trust company shall be entitled to rely on the continuing effectiveness of such authorization until receipt by such bank or trust company of a further certification by the Secretary as to such authority or of written notification signed by the President or Treasurer or a certified copy of a resolution adopted by the Board of Directors indicating that such authority has been modified or terminated.

ARTICLE VII

SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the share certificates and other appropriate papers.

ARTICLE VIII

AMENDMENT

These bylaws may be amended by majority vote of the Board of Directors of the Corporation or by majority vote of the shareholders, provided that the shareholders may provide by resolution that any bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted, or altered by the Board of Directors.

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EX-3.39

Exhibit 3.39

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is Property Value Restoration, LLC

Second: The address of its registered office in the State of Delaware is 160 Greentree Dr. Ste 101 in the City of Dover. Zip code 19904. The name of its Registered agent at such address is National Registered Agents, Inc.

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 8th day of April, 2009.

By:	/s/ Breke J. Harnagal
	Authorized Person (s)
Name:	Breke J.Harnagal

EX-3.40

Exhibit 3.40

OPERATING AGREEMENT

OF

PROPERTY VALUE RESTORATION, LLC

A Delaware Limited Liability Company

This Operating Agreement (the “Agreement”) for Property Value Restoration, LLC (the “Company”) is made and entered into, effective upon the filing of the Certificate of Formation on April 9, 2009, by EnergySolutions, LLC, a Utah limited liability company (the “Member”), as the sole member of Property Value Restoration, LLC; setting forth the terms and conditions on which the Company shall be managed and the Member shall hold its interest in the Company.

ARTICLE I

ORGANIZATION

Section 1.1 Organization and Name. The Member hereby enters into this Agreement for the purpose of forming a limited liability company under the laws of the State of Delaware, as the Delaware Limited Liability Company Act (the “Act”) may be amended from time to time, or the corresponding provisions of any subsequent Delaware law governing limited liability companies. The Certificate of Formation and this Agreement shall regulate the internal affairs of the Company. The name of the Company shall be “Property Value Restoration, LLC” or such other name as the Member may determine.

Section 1.2 Tax Status; No Liability to Third Parties. The Member intends that the Company shall be treated as not existing for federal and state income tax purposes by reason of its status as a single member limited liability company. All elections shall be made, and all actions shall be taken, to accomplish this status until such time as the Company has more than one member. For state law purposes the Company shall not be treated as a partnership (including, without limitation, a limited partnership) or joint venture and no Member shall be a partner or joint venturer of any other Member for any state law purposes and this Agreement shall not be construed otherwise. No Member or officer shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

ARTICLE II

PURPOSES AND POWERS; OFFICE;

STATUTORY AGENT; TERM

Section 2.1 Purposes and Powers. The purpose of the Company is to engage in any lawful act, activity, business or investments in which a limited liability company may be engaged under the laws of Delaware.

Section 2.2 Registered Agent; Registered Office. The principal office of the Company and the office where the Company’s books and records shall be maintained shall be in such state as the Member Agent shall be National Registered Agents, Inc. and the initial registered office shall be at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent.

Section 2.3 Term. The Company shall have a perpetual term commencing upon the filing of the Certificate of Formation as provided in Section 1.1, unless earlier dissolved or terminated pursuant to law or the provisions of this Agreement.

ARTICLE III

MEMBERSHIP; MANAGEMENT; ETC.

Section 3.1 Membership Interests; Capital Contributions. The “membership interests” of the Company represent the ownership interests of the Members of the Company. All membership interests in the Company shall be and are owned by the Member, and the Member is the sole and exclusive owner of the Company having all rights of a Member as set forth herein.

Section 3.2 Profits, Losses, Distributions, etc. The Member shall be entitled to all of the profits, losses, gain, deductions and credits of the Company and the Company shall distribute its cash flow to the Member at such time or times as the Member shall determine.

Section 3.3 Management by Manager At Direction of Member. The Company shall have three (3) managers who shall serve until such time as replaced by the Member. Subject always to the provisions of this Article III, including, without limitation, the express provisions of Section 3.5 below, the Managers shall exercise such powers as are granted under the Act to a Manager solely and only at the express direction of the Member, as the Member shall request or direct in writing. Although the Managers shall have those powers granted to a “manager” under the Act, those powers shall only be exercised as provided in the preceding sentence. Any exercise by the Managers of any power or authority granted to a “manager” under the Act other than as the Member shall direct or request in writing shall be a breach of this Agreement by the Manager. The Managers shall have the power to execute and deliver all legal instruments, documents and agreements for and on behalf of the Company, and to cause the Company to take such other acts as are permitted by law, but all such actions by the Managers shall be solely and exclusively as the agent for the Company and at the direction of the Member as provided above.

Section 3.4 Compensation. Unless otherwise agreed, the Managers shall receive no compensation from the Company for their services to the Company.

Section 3.5 Replacement of Manager; Conversion to Member Managed Limited Liability Company. The Member may remove and replace a Manager at anytime, and from time to time, with or without cause. The Member may convert the Company from a Manager-managed limited liability company to a Member-managed limited liability company, in which event the Member shall direct and manage the affairs of the Company in the ordinary course. Such removal and replacement of a Manager, and/or the conversion of the Company to a Member-managed company, shall be accomplished by the Member giving notice to the Manager(s) being removed or otherwise terminated by conversion to a Member-managed limited liability. Notice of a removal, replacement or any termination of a Manager under this Section 3.5 may be given at anytime and in any manner reasonably contemplated to provide notice to the Manager being removed, including, but not limited to, notice by: written correspondence, oral communication, facsimile, email or other electronic correspondence (any written notice shall set forth the identity of the replacement Manager in those circumstances where a Manager is being replaced but the Company is not being converted to a Member-managed limited liability company). If the Company is converted to a Member-managed limited liability company, the Member shall make such amendments and modifications to this Agreement as may be necessary or desirable to reflect the status of the Company as a Member-managed limited liability company.

Section 3.6 Protection of Members, etc. The Member (and any director, officer or employee of any Member or Manager acting on behalf of or for the Company) shall have no liability to the Company for any mistakes or errors in judgment or for any act or omission believed by them in good faith to be within the scope of authority conferred upon them by this Agreement and shall have liability

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only for acts and omissions involving their recklessness, negligence or willful misconduct. The fact that the Member has obtained the advice of legal counsel for the Company that any act or omission by them is within the scope of the authority conferred upon them by this Agreement, shall be conclusive evidence that they believed in good faith such act or omission to be within the scope of the authority conferred upon them by this Agreement, but the Member shall not be required to procure such advice to be entitled to the benefits of the preceding sentence.

Section 3.7 Records Confidentiality.

3.7.1 Subject in any event to Sections 3.7.2 and 3.7.3 below, the Company’s books and records shall be kept at the principal executive office of the Company or at such other place as the Member may designate.

3.7.2 The terms of this Agreement, any exhibits hereto, and all of the financial and business books and records of the Company (“Company Information”), are sensitive, confidential and proprietary information, the disclosure of which could irreparably damage the Company. All Company Information shall be held in strictest confidence by the Member and by their officers, directors, employees and agents and shall only be disclosed if and to the extent required by any law, rule or regulation promulgated by any government or agency thereof.

3.7.3 If any Member is confronted with a discovery request, or with a trial or deposition subpoena seeking Company Information, it or he shall promptly notify the Company so that the need for a protective order or other appropriate remedy may be considered by the Company. The Member subject to the request or subpoena is also obligated to take all reasonable steps to protect the confidentiality of Company Information, including, if necessary, seeking a protective order explicitly limiting the Persons who have access to such Company Information, and the manner under which it will be maintained, and seeking agreement that only that portion of the Company Information which is legally required will be disclosed.

Section 3.8 Liabilities. No Member shall be personally liable for any debts, liabilities or obligations of the Company, whether to the Company, to creditors of the Company or otherwise, beyond the value of the property contributed and required to be contributed by the Member to the capital of the Company, the Member’s share of the accumulated but undistributed profits of the Company, and the amount of any distributions (including the return of any Capital Contribution) made to the Member that must be returned to the Company pursuant to applicable law.

Section 3.9 Amendment. This Agreement and the Certificate of Formation of the Company may only be amended by a written Company amendment approved by the Member.

ARTICLE IV

BOOKS AND RECORDS; TAX MATTERS; REPORTS

Section 4.1 Books and Records. The Company shall maintain its books and records, including all books and records required by the Act, at the office identified in Section 2.2. The Company shall make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company and shall devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions have been and are

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executed in accordance with the general or specific authorization of the Member(s); (b) transactions have been and are recorded as necessary (i) to permit preparation of financial statements in conformity with this Agreement, and (ii) to maintain accountability for assets; (c) access to assets has been and is permitted only in accordance with the general or specific authorization of the Member(s); and (d) the recorded accountability for assets has been and is compared with the existing assets at reasonable intervals and appropriate action has been and is taken with respect to any difference.

Section 4.2 Fiscal Year; Accounting Method. The fiscal year of the Company shall be the calendar year. The method of accounting used by the Company for book and tax purposes shall be determined by the Member. Notwithstanding the foregoing, the Member and the Company intend that the Company shall be a disregarded entity for federal and state income tax purposes and, as such, from an accounting and tax standpoint, no fiscal year or accounting method is necessary with respect to the Company.

ARTICLE V

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 5.1 Dissolution. The Company shall be dissolved and its business and affairs wound up on the first to occur of the following:

5.1.1 The occurrence of any event requiring dissolution under the Act;

5.1.2 The determination of the Member.

Section 5.2. Liquidation and Termination. Upon the dissolution of the Company, the Member shall act as liquidator to wind up the business and affairs of the Company and to complete its liquidation. The Member shall cause the payment of all Company debts and all assets of the Company, after the payment of all debts, shall be distributed to the Member.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Certain Provisions of the Act Superseded. The provisions of this Agreement regarding the determination of when all or substantially all of the assets of the Company may be sold, the transfer of Units, the withdrawal of a Member, the merger, combination or consolidation of the Company with another firm or entity and other provisions of this Agreement are intended to and shall, to the fullest extent permitted by law, supersede the provisions of the Act regarding any such item.

Section 6.2 Further Assurances. The parties shall execute and deliver such other instruments and take such other action as may be necessary or convenient to effectuate the provisions of this Agreement.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed and to be performed in the State of Delaware.

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Section 6.4 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Section 6.5 Heirs and Successors. This Agreement and the Certificate shall inure to the benefit of and be binding upon the respective heirs, personal representatives, successors and permitted assigns of the parties hereto.

Section 6.6 Entire Agreement. This Agreement, the Certificate and any exhibit hereto constitute the entire and exclusive statement of the parties’ agreement and supersede all prior agreements, understandings, negotiations and discussions among the parties, whether oral or written.

Section 6.7 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each Member, Manager, if any, and officer of the Company from and against all damages, claims, judgments, debts, liabilities and obligations arising from or attributable to the activities of the Company, or the activities (or omissions) of any of such Manager, Member or officers when acting on behalf of the Company or in furtherance of its purposes; provided, however, that the Company shall not indemnify any Member or officer for any act or omission comprising fraud or any other criminal act and the Company shall not indemnify any Member or officer for any act or omission comprising bad faith, recklessness or gross negligence on the part of such Member or officer. Such indemnification as is provided as set forth in the prior sentence shall include, but is not limited to, indemnification for the costs and expenses of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Company) and attorneys’ fees, filing fees, court reporters’ fees and transcript costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

[Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, hereby execute and deliver this Operating Agreement as of the 22^nd day of July, 2009.

MEMBER
ENERGYSOLUTIONS, LLC
By:	/s/ R Steve Creamer
	R Steve Creamer, Chief Executive Officer

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EX-3.41

Exhibit 3.41

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is EnergySolutions of Ohio, LLC

Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Ste in the City of Dover. Zip code 19904. The name of its Registered agent at such address is National Registered Agents, Inc

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 17 day of August, 2009.

By:	/s/ Breke J. Harnagal
	Authorized Person (s)
Name:	Breke J. Harnagel

EX-3.42

Exhibit 3.42

OPERATING AGREEMENT

OF

ENERGYSOLUTIONS OF OHIO, LLC

A Delaware Limited Liability Company

This Operating Agreement (the “Agreement”) for EnergySolutions of Ohio, LLC (the “Company”) is made and entered into, effective upon the filing of the Certificate of Formation on August 17, 2009, by EnergySolutions Federal Services, Inc, a Delaware Corporation (the “Member”), as the sole member of EnergySolutions of Ohio, LLC; setting forth the terms and conditions on which the Company shall be managed and the Member shall hold its interest in the Company.

ARTICLE I

ORGANIZATION

Section 1.1 Organization and Name. The Member hereby enters into this Agreement for the purpose of forming a limited liability company under the laws of the State of Delaware, as the Delaware Limited Liability Company Act (the “Act”) may be amended from time to time, or the corresponding provisions of any subsequent Delaware law governing limited liability companies. The Certificate of Formation and this Agreement shall regulate the internal affairs of the Company. The name of the Company shall be “EnergySolutions of Ohio, LLC” or such other name as the Member may determine.

Section 1.2 Tax Status; No Liability to Third Parties The Member intends that the Company shall be treated as not existing for federal and state income tax purposes by reason of its status as a single member limited liability company. All elections shall be made, and all actions shall be taken, to accomplish this status until such time as the Company has more than one member. For state law purposes the Company shall not be treated as a partnership (including, without limitation, a limited partnership) or joint venture and no Member shall be a partner or joint venturer of any other Member for any state law purposes and this Agreement shall not be construed otherwise. No Member or officer shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

ARTICLE II

PURPOSES AND POWERS; OFFICE;

STATUTORY AGENT; TERM

Section 2.1 Purposes and Powers. The purpose of the Company is to submit a proposal in response to DOE RFP No. DE-RP30-09CC40017, perform the resulting contract in the event of award (the “Contract”) and engage in any other lawful act, activity, business or investments in which a limited liability company may be engaged under the laws of Delaware.

Section 2.2 Registered Agent; Registered Office. The principal office of the Company and the office where the Company’s books and records shall be maintained shall be in such state as the Member may from time to time determine. The Registered Agent shall be National Registered Agents, Inc. and the initial registered office shall be at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent.

Section 2.3. Term. The term of the Company began upon filing of the Certificate of Formation with the State of Delaware, the Office of the Secretary of State, and shall continue until the expiration or earlier termination of the Contract, including Contract close-out, unless the Company’s existence is sooner terminated pursuant to (a) this Agreement, or (b) the mandatory provisions of the Act. Notwithstanding the foregoing, if the Company does not enter into the Contract on or before one year from the date the final resolution of any and all protests or appeals which may be filed in connection with the Contract, then the Company shall be dissolved and terminated.

ARTICLE III

MEMBERSHIP; MANAGEMENT; ETC

Section 3.1 Membership Interests; Capital Contributions. The “membership interests” of the Company represent the ownership interests of the Members of the Company. All membership interests in the Company shall be and are owned by the Member and the Member is the sole and exclusive owner of the Company having all rights of a Member as set forth herein.

Section 3.2 Profits, Losses, Distributions, etc. The Member shall be entitled to all of the profits, losses, gain, deductions and credits of the Company and the Company shall distribute its cash flow to the Member at such time or times as the Member shall determine.

Section 3.3 Management and Board of Manager.

a. The Member has established the Company as a “board of managers-managed” limited liability company and creates hereby a board of managers (the “Board of Managers” or “Board”). The business and affairs of the Company shall be managed under the direction and control of the Board of Managers, which shall consist of five individual persons. Each of the persons appointed to the Board of Managers is referred to herein as a “Manager”. The Member shall designate each of the members of the Board of Managers and may remove any of such Managers at any time and from time to time, with or without cause (subject to applicable law), in its sole discretion.

b. Except as otherwise provided in Section 3.7 below, the Board of Managers shall have the exclusive power to manage and control the Company. Decisions of the Board within its scope of authority shall be binding upon the Company and the Member, provided, however, that no individual Manager shall have the authority to act for or bind the Company without the requisite consent of the Board of Managers.

c. Meetings of the Board of Managers shall be held at the principal office of the Company in Ohio or at any other place that the Board of Managers determines. Meetings may be held by communicating simultaneously by conference telephone or similar communications equipment. The presence, in person or by proxy, of at least a majority of the outstanding votes of the Board of Managers shall constitute a quorum for the transaction of business. The Board of Managers shall, at a minimum, conduct quarterly meetings, but may meet more frequently as necessary. Any member of the Board of Managers may convene a meeting of the Board of Managers upon at least ten (10) business days notice to the other members. Special meetings of the Board of Managers can be called by any member upon at least seven (7) business days written notice to the other members and a statement of the specific business to which the special meeting will be restricted – no other business may be conducted at a special meeting than that which is noticed. The Board of Managers will not take any action at meetings unless a quorum, consisting of a majority of the outstanding votes of the Board of Managers, is present. A quorum may include the attendance of a member by proxy. Notwithstanding the foregoing, a member of the Board of Managers waives notice if before or after the meeting the member of the Board signs a waiver of the

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notice which is filed with the records of the Board of Managers, or attends the meeting in person or by proxy without objection to the lack of notice at the beginning thereof.

d. Compensation. Unless otherwise agreed, the members of the Board of Managers shall receive no compensation from the Company for their services to the Company.

Section 3.4 Officers The Board of Managers is authorized to appoint any Person as an officer of the Company who shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by the Board of Managers. Any appointment pursuant to this Section 3.4 may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf of the Company, any person, including an Affiliate of the Member, to perform services for, or furnish goods to, the Company.

Section 3.5 Actions by the Board of Managers. Except as may be expressly limited by the provision of this Agreement, including, without limitation, Section 3.3a and 3.3c hereof, any Manager is specifically authorized to execute, sign, seal and deliver in the name and on the behalf of the Company any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purpose of this Agreement and of the Company.

Section 3.6 Conversion to Member Managed Limited Liability Company. The Member may convert the Company from a Board-managed limited liability company to a Member-managed limited liability company, in which event the Member shall direct and manage the affairs of the Company in the ordinary course. Such removal and replacement of a Board, and/or the conversion of the Company to a Member-managed company, shall be accomplished by the Member giving notice to the Board Member(s) being removed or otherwise terminated by conversion to a Member-managed limited liability company. Notice of termination of the Board Members under this Section 3.6 may be given at anytime and in any manner reasonably contemplated including, but not limited to, notice by: written correspondence, oral communication, facsimile, email or other electronic correspondence. If the Company is converted to a Member-managed limited liability company, the Member shall make such amendments and modifications to this Agreement as may be necessary or desirable to reflect the status of the Company as a Member-managed limited liability company.

Section 3.7 Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debt, obligation and liabilities of the Company, and none of the Board of Managers, any officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

Section 3.8 Admission as a Member; Membership Interest. The Member is deemed admitted as a Member of the Company upon its execution and delivery of this Agreement. The Member owns all of the outstanding membership interests in the Company. The Member’s membership interest shall be represented by a certificate for 1000 Units of the Company, which certificate shall be signed by the President and Secretary of the Company.

Section 3.9 Additional Capital Contributions. The Member is not required to make additional capital contributions to the Company.

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Section 3.10 Amendment. This Agreement and the Certificate of Formation of the Company may only be amended by a written Company amendment approved by the Member.

ARTICLE IV

BOOKS AND RECORDS; TAX MATTERS; REPORTS

Section 4.1 Books and Records. The Company shall maintain its books and records, including all books and records required by the Act, at the office identified in Section 2.2. The Company shall make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company and shall devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions have been and are executed in accordance with the general or specific authorization of the Member(s); (b) transactions have been and are recorded as necessary (i) to permit preparation of financial statements in conformity with this Agreement, and (ii) to maintain accountability for assets; (c) access to assets has been and is permitted only in accordance with the general or specific authorization of the Member(s); and (d) the recorded accountability for assets has been and is compared with the existing assets at reasonable intervals and appropriate action has been and is taken with respect to any difference.

Section 4.2 Fiscal Year; Accounting Method. The fiscal year of the Company shall be the calendar year. The method of accounting used by the Company for book and tax purposes shall be determined by the Member. Notwithstanding the foregoing, the Member and the Company intend that the Company shall be a disregarded entity for federal and state income tax purposes and, as such, from an accounting and tax standpoint, no fiscal year or accounting method is necessary with respect to the Company.

ARTICLE V

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 5.1 Dissolution. The Company shall be dissolved and its business and affairs wound up on the first to occur of the following:

5.1.1 The occurrence of any event requiring dissolution under the Act;

5.1.2 The determination of the Member.

Section 5.2 Liquidation and Termination. Upon the dissolution of the Company, the Member shall act as liquidator to wind up the business and affairs of the Company and to complete its liquidation. The Member shall cause the payment of all Company debts and all assets of the Company, after the payment of all debts, shall be distributed to the Member.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Certain Provisions of the Act Superseded. The provisions of this Agreement regarding the determination of when all or substantially all of the assets of the Company may be sold, the transfer of Units, the withdrawal of a Member, the merger, combination or consolidation of the Company

4

with another firm or entity and other provisions of this Agreement are intended to and shall, to the fullest extent permitted by law, supersede the provisions of the Act regarding any such item.

Section 6.2 Further Assurances. The parties shall execute and deliver such other instruments and take such other action as may be necessary or convenient to effectuate the provisions of this Agreement.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed and to be performed in the State of Delaware.

Section 6.4 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Section 6.5 Heirs and Successors. This Agreement and the Certificate shall inure to the benefit of and be binding upon the respective heirs, personal representatives, successors and permitted assigns of the parties hereto.

Section 6.6 Entire Agreement. This Agreement, the Certificate and any exhibit hereto constitute the entire and exclusive statement of the parties’ agreement and supersede all prior agreements, understandings, negotiations and discussions among the parties, whether oral or written.

Section 6.7 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each Member, Manager, if any, and officer of the Company from and against all damages, claims, judgments, debts, liabilities and obligations arising from or attributable to the activities of the Company, or the activities (or omissions) of any of such Manager, Member or officers when acting on behalf of the Company or in furtherance of its purposes; provided, however, that the Company shall not indemnify any Member or officer for any act or omission comprising fraud or any other criminal act and the Company shall not indemnify any Member or officer for any act or omission comprising bad faith, recklessness or gross negligence on the part of such Member or officer. Such indemnification as is provided as set forth in the prior sentence shall include, but is not limited to, indemnification for the costs and expenses of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Company) and attorneys’ fees, filing fees, court reporters’ fees and transcript costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, hereby execute and deliver this Operating Agreement as of the 17 day of August, 2009.

MEMBER
ENERGYSOLUTIONS FEDERAL SERVICES, INC
By:	/s/ Breke J. Harnagal
	Breke J. Harnagel, Senior V.P. and Secretary

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EX-3.43

Exhibit 3.43

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is EnergySolutions Midwest, LLC

Second: The address of its registered office in the State of Delaware is 160 Greentree Dr. Ste 101 in the City of Dover. Zip code 19904. The name of its Registered agent at such address is National Registered Agents, Inc.

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 27 day of July, 2009.

By:	/s/ Breke J. Harnagel
	Authorized Person (s)
Name:	Breke J. Harnagel

EX-3.44

Exhibit 3.44

OPERATING AGREEMENT

OF

ENERGYSOLUTIONS MIDWEST, LLC

A Delaware Limited Liability Company

This Operating Agreement (the “ Agreement” ) for EnergySolutions Midwest, LLC (the “ Company” ) is made and entered into, effective upon the filing of the Certificate of Formation on July 28, 2009, by EnergySolutions Federal Services, Inc, a Delaware Corporation (the “ Member” ), as the sole member of EnergySolutions Midwest, LLC; setting forth the terms and conditions on which the Company shall be managed and the Member shall hold its interest in the Company.

ARTICLE I

ORGANIZATION

Section 1.1 Organization and Name. The Member hereby enters into this Agreement for the purpose of forming a limited liability company under the laws of the State of Delaware, as the Delaware Limited Liability Company Act (the “ Act” ) may be amended from time to time, or the corresponding provisions of any subsequent Delaware law governing limited liability companies. The Certificate of Formation and this Agreement shall regulate the internal affairs of the Company. The name of the Company shall be “ EnergySolutions Midwest, LLC” or such other name as the Member may determine.

Section 1.2 Tax Status; No Liability to Third Parties. The Member intends that the Company shall be treated as not existing for federal and state income tax purposes by reason of its status as a single member limited liability company. All elections shall be made, and all actions shall be taken, to accomplish this status until such time as the Company has more than one member. For state law purposes the Company shall not be treated as a partnership (including, without limitation, a limited partnership) or joint venture and no Member shall be a partner or joint venturer of any other Member for any state law purposes and this Agreement shall not be construed otherwise. No Member or officer shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

ARTICLE II

PURPOSES AND POWERS; OFFICE;

STATUTORY AGENT; TERM

Section 2.1 Purposes and Powers. The purpose of the Company is to engage in any lawful act, activity, business or investments in which a limited liability company may be engaged under the laws of Delaware.

Section 2.2 Registered Agent; Registered Office. The principal office of the Company and the office where the Company’ s books and records shall be maintained shall be in such state as the Member may from time to time determine. The Registered Agent shall be National Registered Agents, Inc. and the initial registered office shall be at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent.

Section 2.3 Term. The Company shall have a perpetual term commencing upon the filing of the Certificate of Formation as provided in Section 1.1, unless earlier dissolved or terminated pursuant to law or the provisions of this Agreement.

ARTICLE III

MEMBERSHIP; MANAGEMENT; ETC.

Section 3.1 Membership Interests; Capital Contributions. The “membership interests” of the Company represent the ownership interests of the Members of the Company. All membership interests in the Company shall be and are owned by the Member, and the Member is the sole and exclusive owner of the Company having all rights of a Member as set forth herein.

Section 3.2 Profits, Losses, Distributions, etc. The Member shall be entitled to all of the profits, losses, gain, deductions and credits of the Company and the Company shall distribute its cash flow to the Member at such time or times as the Member shall determine.

Section 3.3 Management by Manager At Direction of Member. The Company shall have three (3) managers who shall serve until such time as replaced by the Member. Subject always to the provisions of this Article III, including, without limitation, the express provisions of Section 3.5 below, the Managers shall exercise such powers as are granted under the Act to a Manager solely and only at the express direction of the Member, as the Member shall request or direct in writing. Although the Managers shall have those powers granted to a “manager” under the Act, those powers shall only be exercised as provided in the preceding sentence. Any exercise by the Managers of any power or authority granted to a “manager” under the Act other than as the Member shall direct or request in writing shall be a breach of this Agreement by the Manager. The Managers shall have the power to execute and deliver all legal instruments, documents and agreements for and on behalf of the Company, and to cause the Company to take such other acts as are permitted by law, but all such actions by the Managers shall be solely and exclusively as the agent for the Company and at the direction of the Member as provided above.

Section 3.4 Compensation. Unless otherwise agreed, the Managers shall receive no compensation from the Company for their services to the Company.

Section 3.5 Replacement of Manager; Conversion to Member Managed Limited Liability Company. The Member may remove and replace a Manager at anytime, and from time to time, with or without cause. The Member may convert the Company from a Manager-managed limited liability company to a Member-managed limited liability company, in which event the Member shall direct and manage the affairs of the Company in the ordinary course. Such removal and replacement of a Manager, and/or the conversion of the Company to a Member-managed company, shall be accomplished by the Member giving notice to the Manager(s) being removed or otherwise terminated by conversion to a Member-managed limited liability. Notice of a removal, replacement or any termination of a Manager under this Section 3.5 may be given at anytime and in any manner reasonably contemplated to provide notice to the Manager being removed, including, but not limited to, notice by: written correspondence, oral communication, facsimile, email or other electronic correspondence (any written notice shall set forth the identity of the replacement Manager in those circumstances where a Manager is being replaced but the Company is not being converted to a Member-managed limited liability company). If the Company is converted to a Member-managed limited liability company, the Member shall make such amendments and modifications to this Agreement as may be necessary or desirable to reflect the status of the Company as a Member-managed limited liability company.

Section 3.6 Protection of Members, etc. The Member (and any director, officer or employee of any Member or Manager acting on behalf of or for the Company) shall have no liability to the Company for any mistakes or errors in judgment or for any act or omission believed by them in good faith to be within the scope of authority conferred upon them by this Agreement and shall have liability

2

only for acts and omissions involving their recklessness, negligence or willful misconduct. The fact that the Member has obtained the advice of legal counsel for the Company that any act or omission by them is within the scope of the authority conferred upon them by this Agreement, shall be conclusive evidence that they believed in good faith such act or omission to be within the scope of the authority conferred upon them by this Agreement, but the Member shall not be required to procure such advice to be entitled to the benefits of the preceding sentence.

Section 3.7 Records Confidentiality.

3.7.1 Subject in any event to Sections 3.7.2 and 3.7.3 below, the Company’ s books and records shall be kept at the principal executive office of the Company or at such other place as the Member may designate.

3.7.2 The terms of this Agreement, any exhibits hereto, and all of the financial and business books and records of the Company (“ Company Information” ), are sensitive, confidential and proprietary information, the disclosure of which could irreparably damage the Company. All Company Information shall be held in strictest confidence by the Member and by their officers, directors, employees and agents and shall only be disclosed if and to the extent required by any law, rule or regulation promulgated by any government or agency thereof.

3.7.3 If any Member is confronted with a discovery request, or with a trial or deposition subpoena seeking Company Information, it or he shall promptly notify the Company so that the need for a protective order or other appropriate remedy may be considered by the Company. The Member subject to the request or subpoena is also obligated to take all reasonable steps to protect the confidentiality of Company Information, including, if necessary, seeking a protective order explicitly limiting the Persons who have access to such Company Information, and the manner under which it will be maintained, and seeking agreement that only that portion of the Company Information which is legally required will be disclosed.

Section 3.8 Liabilities. No Member shall be personally liable for any debts, liabilities or obligations of the Company, whether to the Company, to creditors of the Company or otherwise, beyond the value of the property contributed and required to be contributed by the Member to the capital of the Company, the Member’s share of the accumulated but undistributed profits of the Company, and the amount of any distributions (including the return of any Capital Contribution) made to the Member that must be returned to the Company pursuant to applicable law.

Section 3.9 Amendment. This Agreement and the Certificate of Formation of the Company may only be amended by a written Company amendment approved by the Member.

ARTICLE IV

BOOKS AND RECORDS; TAX MATTERS; REPORTS

Section 4.1 Books and Records. The Company shall maintain its books and records, including all books and records required by the Act, at the office identified in Section 2.2. The Company shall make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company and shall devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions have been and are

3

executed in accordance with the general or specific authorization of the Member(s); (b) transactions have been and are recorded as necessary (i) to permit preparation of financial statements in conformity with this Agreement, and (ii) to maintain accountability for assets; (c) access to assets has been and is permitted only in accordance with the general or specific authorization of the Member(s); and (d) the recorded accountability for assets has been and is compared with the existing assets at reasonable intervals and appropriate action has been and is taken with respect to any difference.

Section 4.2 Fiscal Year; Accounting Method. The fiscal year of the Company shall be the calendar year. The method of accounting used by the Company for book and tax purposes shall be determined by the Member. Notwithstanding the foregoing, the Member and the Company intend that the Company shall be a disregarded entity for federal and state income tax purposes and, as such, from an accounting and tax standpoint, no fiscal year or accounting method is necessary with respect to the Company.

ARTICLE V

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 5.1 Dissolution. The Company shall be dissolved and its business and affairs wound up on the first to occur of the following:

5.1.1 The occurrence of any event requiring dissolution under the Act;

5.1.2 The determination of the Member.

Section 5.2. Liquidation and Termination. Upon the dissolution of the Company, the Member shall act as liquidator to wind up the business and affairs of the Company and to complete its liquidation. The Member shall cause the payment of all Company debts and all assets of the Company, after the payment of all debts, shall be distributed to the Member.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Certain Provisions of the Act Superseded. The provisions of this Agreement regarding the determination of when all or substantially all of the assets of the Company may be sold, the transfer of Units, the withdrawal of a Member, the merger, combination or consolidation of the Company with another firm or entity and other provisions of this Agreement are intended to and shall, to the fullest extent permitted by law, supersede the provisions of the Act regarding any such item.

Section 6.2 Further Assurances. The parties shall execute and deliver such other instruments and take such other action as may be necessary or convenient to effectuate the provisions of this Agreement.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed and to be performed in the State of Delaware.

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Section 6.4 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Section 6.5 Heirs and Successors. This Agreement and the Certificate shall inure to the benefit of and be binding upon the respective heirs, personal representatives, successors and permitted assigns of the parties hereto.

Section 6.6 Entire Agreement. This Agreement, the Certificate and any exhibit hereto constitute the entire and exclusive statement of the parties’ agreement and supersede all prior agreements, understandings, negotiations and discussions among the parties, whether oral or written.

Section 6.7 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each Member, Manager, if any, and officer of the Company from and against all damages, claims, judgments, debts, liabilities and obligations arising from or attributable to the activities of the Company, or the activities (or omissions) of any of such Manager, Member or officers when acting on behalf of the Company or in furtherance of its purposes; provided, however, that the Company shall not indemnify any Member or officer for any act or omission comprising fraud or any other criminal act and the Company shall not indemnify any Member or officer for any act or omission comprising bad faith, recklessness or gross negligence on the part of such Member or officer. Such indemnification as is provided as set forth in the prior sentence shall include, but is not limited to, indemnification for the costs and expenses of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Company) and attorneys’ fees, filing fees, court reporters’ fees and transcript costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

[Intentionally Left Blank]

5

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, hereby execute and deliver this Operating Agreement as of the 29^th day of July, 2009.

MEMBER
ENERGYSOLUTIONS FEDERAL SERVICES, INC
By:	/s/ Breke J. Harnagel
	Breke J. Harnagel, Senior V.P. and Secretary

6

EX-5.1

Exhibit 5.1

[Letterhead of Jones Day]

May 17, 2011

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Re: Registration Statement on Form S-4 Filed by EnergySolutions, Inc. and

EnergySolutions, LLC Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as counsel for EnergySolutions, Inc., a Delaware corporation (the “Company”), EnergySolutions, LLC, a Utah limited liability company (the “Co-Issuer”) and the Subsidiary Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $300,000,000 aggregate principal amount of 10.75% Senior Notes due 2018 of the Company and the Co-Issuer (the “Exchange Notes”) for an equal principal amount of 10.75% Senior Notes due 2018 of the Company and the Co-Issuer outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of August 13, 2010 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the Co-Issuer, the companies listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the companies listed on Annex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors;” such Other Guarantors and the Covered Guarantors are collectively referred to as the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The Exchange Notes, when they are executed by the Company and the Co-Issuer, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company and the Co-Issuer.

EnergySolutions, Inc.

May 17, 2011

Page 2

2. The Subsidiary Guarantee of the Exchange Notes (each, an “Exchange Guarantee” and collectively, the “Exchange Guarantees”) of each Subsidiary Guarantor, when it is issued in exchange for the Subsidiary Guarantee of the Outstanding Notes of that Subsidiary Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Subsidiary Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.

For purposes of the opinions expressed herein with respect to the Co-Issuer and the Other Guarantors, we have assumed that (a) each of the Co-Issuer and the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority, obtained all requisite organizational, third-party and governmental authorizations, consents and approvals and made all filings and registrations required to enable it to execute, deliver and perform, with respect to the Co-Issuer, the Exchange Notes, and with respect to each Other Guarantor, its Exchange Guarantee, (b) such execution, delivery and performance did not and will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties, (c) the Exchange Notes, when duly executed by the Co-Issuer, will constitute valid and binding obligations of the Co-Issuer under the laws of its jurisdiction of organization and (d) the Exchange Guarantee of each Other Guarantor has been duly executed by such Other Guarantor and constitutes a valid and binding obligation of such Other Guarantor under the laws of its jurisdiction of organization.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of Georgia and (iii) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, including applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, in each case as currently in effect, and we express no opinion or view as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction on the opinions expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus

EnergySolutions, Inc.

May 17, 2011

Page 3

constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Annex A

Name of Covered Guarantor	State of Incorporation or Organization
BNG America LLC	Delaware
BNG America Savannah River Corporation	Delaware
Chem-Nuclear Systems, L.L.C.	Delaware
Duratek, Inc.	Delaware
EnergySolution Company, Inc.	Delaware
EnergySolutions Diversified Services, Inc.	Delaware
EnergySolutions Federal EPC, Inc.	Delaware
EnergySolutions Federal Services of Hanford, Inc.	Delaware
EnergySolutions Government Group, Inc.	Delaware
EnergySolutions Fuel Services, LLC	Delaware
EnergySolutions, Spent Fuel Division, Inc.	Delaware
GTSD Sub IV, Inc.	Delaware
Hittman Transport Services, Inc.	Delaware
EnergySolutions Performance Strategies Inc.	Georgia
Property Value Restoration, LLC	Delaware
EnergySolutions of Ohio, LLC	Delaware
EnergySolutions Midwest, LLC	Delaware

Annex B

Name of Other Guarantor	State of Incorporation or Organization
EnergySolutions Services, Inc.	Tennessee
EnergySolutions Water System, LLC	Utah
Manufacturing Sciences Corporation	Colorado

EX-5.2

Exhibit 5.2

[Letterhead of Holland & Hart LLP]

May 17, 2011

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Re: Registration Statement on Form S-4 Filed by EnergySolutions, Inc. (the “Company”) and EnergySolutions, LLC Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as special counsel in the State of Utah to EnergySolutions, LLC, a Utah limited liability company (the “Co-Issuer”), and EnergySolutions Water System, LLC, a Utah limited liability company (the “Utah Guarantor” and, together with the Co-Issuer, the “Utah Opinion Parties”), and in the State of Colorado to Manufacturing Sciences Corporation, a Colorado corporation (the “Colorado Guarantor and, (a) together with the Utah Guarantor, the “Covered Guarantors”, and (b) together with the Utah Opinion Parties, the “Opinion Parties”), in each instance for the purposes of issuing this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Co-Issuer with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $300,000,000 aggregate principal amount of 10.75% Senior Notes due 2018 of the Company and the Co-Issuer (the “Exchange Notes”) for an equal principal amount of 10.75% Senior Notes due 2018 of the Company and the Co-Issuer outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of August 13, 2010 (as amended, supplemented or otherwise modified as of the date hereof, the “Indenture”), by and among the Company, the Co-Issuer, certain guarantors, including the Covered Guarantors, and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by certain guarantors, including the Covered Guarantors.

For the purposes of rendering this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (the “Opinion Documents”):

EnergySolutions, Inc.

May 17, 2011

Page 2

(a) The Registration Statement;

(b) The Indenture, including the portions thereof comprising the Subsidiary Guarantee (the “Subsidiary Guarantee”) to be issued by the Covered Guarantors;

(c) A specimen copy of the form of Exchange Notes to be issued pursuant to the Indenture (together with the Indenture, the “Operative Documents”);

(d) The Articles of Organization of the Co-Issuer, certified by the Assistant Secretary of the Co-Issuer as being in full force and effect as of the date hereof;

(e) The Operating Agreement of the Co-Issuer, certified by the Assistant Secretary of the Co-Issuer as being in full force and effect as of the date hereof;

(f) Certain resolutions of the Co-Issuer, certified by the Assistant Secretary of the Co-Issuer as (i) having been adopted by the Board of Managers of the Co-Issuer on July 22, 2010 by unanimous written consent, (ii) not having been amended, modified, revoked or rescinded since their adoption and (iii) being in full force and effect as of the date hereof;

(g) Certain resolutions of the Co-Issuer, certified by the Assistant Secretary of the Co-Issuer as (i) having been adopted by the written consent of the Board of Managers of the Co-Issuer, acting on its own behalf and as the sole member of the Utah Guarantor, on May 16, 2011, (ii) not having been amended, modified, revoked or rescinded since their adoption and (iii) being in full force and effect as of the date hereof;

(h) The Articles of Organization of the Utah Guarantor, certified by the Assistant Secretary of the Utah Guarantor as being in full force and effect as of the date hereof;

(i) The Amended and Restated Limited Liability Company Agreement of the Utah Guarantor, certified by the Assistant Secretary of the Utah Guarantor as being in full force and effect as of the date hereof;

(j) Certain resolutions of the Utah Guarantor, certified by the Assistant Secretary of the Co-Issuer, as the sole member of the Utah Guarantor, as (i) having been adopted by the Board of Managers of the Utah Guarantor on July 22, 2010 by unanimous written consent, (ii) not having been amended, modified, revoked or rescinded since their adoption and (iii) being in full force and effect as of the date hereof;

(k) The Articles of Incorporation of the Colorado Guarantor, certified by the Assistant Secretary of the Colorado Guarantor as being in full force and effect as of the date hereof;

(l) The bylaws of the Colorado Guarantor, as amended, certified by the Assistant Secretary of the Colorado Guarantor as being in full force and effect as of the date hereof;

(m) Certain resolutions of the Colorado Guarantor, certified by the Assistant Secretary of the Colorado Guarantor as (i) having been adopted by the Board of Directors of the Colorado Guarantor on July 22, 2010 by unanimous written consent, (ii) not having been amended, modified, revoked or rescinded since their adoption and (iii) being in full force and effect as of the date hereof;

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May 17, 2011

Page 3

(n) An (i) Assistant Secretary’s Certificate of the Assistant Secretary of the Company and the Co-Issuer of even date herewith attesting to certain factual matters, and (ii) Omnibus Assistant Secretary’s Certificate of the Assistant Secretary of the Co-Issuer, acting in its capacity of the sole member of the Utah Guarantor, and of the Assistant Secretary of the Colorado Guarantor of even date herewith attesting to certain factual matters (together, the “Secretary’s Certificates”);

(o) Certificates of Existence covering each Utah Opinion Party, issued by the Utah Department of Commerce, Division of Corporations and Commercial Code on May 12, 2011 (the “Utah Certificates”); and

(p) A Good Standing Certificate covering the Colorado Guarantor, issued by the Colorado Secretary of State on May 11, 2011 (together with the Utah Certificates, the “Good Standing Certificates”).

In rendering this opinion, we have assumed (a) the genuineness of all signatures on all documents and instruments; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to originals of all documents submitted as photostatic, electronic or certified copies; (d) the valid existence of each of the parties to the Operative Documents, other than the Opinion Parties, and that each such other party had the legal capacity, power and authority required for it to enter into the Operative Documents to which it is a party, and to perform its obligations thereunder; (e) that the execution, delivery and performance by each party to the Operative Documents, other than the Opinion Parties, has been duly authorized by such party; (f) the due execution and delivery of the Operative Documents by each of the parties thereto, other than the Opinion Parties; (g) that the Operative Documents are legal, valid and binding obligations of the parties thereto and are enforceable against such parties in accordance with their respective terms; (h) the truth of the representations of each of the Opinion Parties made in the Operative Documents; (i) that there are no agreements between any parties that would alter the agreements set forth in the Operative Documents; and (j) that adequate consideration has been given to each Opinion Party for its execution and delivery of, and its performance of its obligations under, the Indenture, including, without limitation, the Subsidiary Guarantee.

As to certain factual matters we have relied on the Secretary Certificates and the Good Standing Certificates. We have undertaken no investigation or verification of such facts other than consulting the records of the Colorado Secretary of State and the Utah Department of Commerce to obtain the Good Standing Certificates. We have not reviewed any documents other than the Opinion Documents, and the opinions rendered herein are limited accordingly. The opinions expressed herein relate solely to the Operative Documents and not to any other documents, agreements, instruments or exhibits referred to in or incorporated by reference into any of the Operative Documents that are not otherwise part of the Operative Documents.

Based on the foregoing and subject to the qualifications hereinafter set forth, it is our opinion that:

EnergySolutions, Inc.

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Page 4

1. Each Utah Opinion Party is a limited liability company validly existing and in good standing under the laws of the State of Utah. The Colorado Guarantor is a corporation validly existing and in good standing under the laws of the State of Colorado.

2. The execution and delivery by the Co-Issuer of the Indenture and the Exchange Notes, and the performance by it of all of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Co-Issuer.

3. The execution and delivery by the Utah Guarantor of the Indenture, including the Subsidiary Guarantee, and the performance by it of all of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Utah Guarantor. The execution and delivery by the Colorado Guarantor of the Indenture, including the Subsidiary Guarantee, and the performance by it of all of its obligations thereunder have been duly authorized by all necessary corporate action on the part of the Colorado Guarantor.

4. The Indenture has been duly executed and delivered by each Opinion Party.

5. The execution and delivery by each of the Opinion Parties of the Indenture, and the performance by each of the Opinion Parties of its obligations under the Indenture, including the Subsidiary Guarantee as to the Covered Guarantors, do not violate any statutes or regulations of the State of Colorado or the State of Utah that customarily are applicable to business entities generally or the types of transactions contemplated by the Operative Documents.

We express no opinion as to the laws of any jurisdiction other than the laws of the States of Colorado and Utah in effect on the date hereof. We have made no inquiry into, and we express no opinion as to the effect of, or compliance with, (a) fraudulent transfer or fraudulent conveyance laws, (b) state or federal tax, antitrust or securities laws, rules or regulations, or (c) any statutes, ordinances, administrative decisions, or rules and regulations of counties, towns, municipalities and special political subdivisions.

We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.

The opinions expressed in this letter are strictly limited to the matters stated herein, and no other opinions may be implied. This opinion is provided as a legal opinion only, effective as of the date of this letter and not as representations of fact. We understand that the addressee has made such independent investigations of the facts as the addressee deemed necessary, and that the determination of the extent of those investigations of fact that are necessary has been made independent of this opinion letter.

The opinions expressed in this letter have been prepared for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving our consent, we do not

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thereby admit that we are an “expert” within the meaning of the Securities Act. We further consent to the reliance by Jones Day upon the paragraphs of this opinion upon which it needs to rely in order to render its opinion with respect to the Operative Documents and the transactions contemplated by the Indenture and the Registration Statement to the extent related to the Opinion Parties, a copy of which opinion letter is filed as an exhibit to the Registration Statement, and for no other purpose.

Very truly yours,

/s/ Holland & Hart LLP

EX-5.3

Exhibit 5.3

[Letterhead of Stites & Harbison, PLLC]

May 17, 2011

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Re:	Registration Statement on Form S-4 - EnergySolutions, Inc./ EnergySolutions, LLC
	Exchange Offer for 10.75% Senior Notes due 2018

Ladies and Gentlemen:

We have acted as local counsel in the State of Tennessee (the “State”) to EnergySolutions Services, Inc., a Tennessee corporation (the “Tennessee Guarantor”), in connection with the Tennessee Guarantor’s guarantee (the “Guarantee”) of obligations of EnergySolutions, Inc., a Delaware corporation (the “Parent”), and EnergySolutions, LLC, a Utah limited liability company (the “Co-Issuer”, and together with the Parent, the “Issuers”), under the $300,000,000 10.75% Senior Notes Due 2018 (the “Exchange Notes”), to be issued by the Issuers under that certain Indenture, dated as of August 13, 2010 (the “Indenture”), among the Issuers, the subsidiaries of the Issuers described therein (including the Tennessee Guarantor) as guarantors (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Exchange Notes and the guarantees of the Guarantors will be issued in exchange for (i) an equal principal amount of the Issuers’ 10.75% Senior Notes Due 2018 and (ii) the related guarantees (the “Exchange Offer”). The Exchange Notes and the related subsidiary guarantees (including the Guarantee of the Tennessee Guarantor) are covered by the Registration Statement on Form S-4, and any amendments thereto (collectively, the “Registration Statement”), filed by the Issuers and the Guarantors with the United States Securities and Exchange Commission (the “Commission”) on May 17, 2011, under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated by the Commission under the Securities Act.

I. Documents Reviewed And Defined Terms

A. Transaction Documents. For the purpose of rendering this opinion, we have reviewed copies of the following documents only (the “Transaction Documents”):

(1) The Indenture (including the guarantee of the Tennessee Guarantor contained therein); and

(2) the form of the Exchange Notes attached to the Indenture.

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B. Corporate Documents. We have also examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents (the “Corporate Documents”):

(1) The Tennessee Guarantor’s Charter, as amended to date, as certified by the Secretary of State of Tennessee on May 5, 2011;

(2) The Tennessee Guarantor’s By-laws, as amended to date;

(3) Resolutions adopted by the Tennessee Guarantor relating to the authorization, execution and delivery by the Tennessee Guarantor of the Guarantee and the other Transaction Documents and the consummation of the transactions contemplated by the Guarantee and the other Transaction Documents;

(4) Certificate of Existence, dated May 17, 2011, for the Tennessee Guarantor, issued by the Secretary of State of Tennessee (the “Certificate of Existence”); and

(5) Omnibus Certificate of the Assistant Secretary of each of the Guarantors listed on Schedule 1 attached thereto (including the Tennessee Guarantor) with respect to the foregoing documents and other factual matters (the “Support Certificate”).

The Corporate Documents described in paragraphs (1) through (3), inclusive, immediately above are referred to as the “Organizational Documents.”

II. Assumptions

We do not regularly represent the Tennessee Guarantor and we have been retained solely for the purpose of rendering this opinion in connection with the Transaction Documents and the Exchange Offer.

We have made no independent investigation as to factual matters, except as expressly stated herein. With respect to factual matters, and without independent investigation, we have relied upon and assumed the accuracy and completeness of (i) the Support Certificate, (ii) certificates and other documents obtained from public officials, and (iii) the representations and warranties contained in the Transaction Documents.

We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic, or conformed copies, and the authenticity of the originals of such documents. We also have assumed the due authorization, execution and delivery of all documents to be delivered by all parties other than the Tennessee Guarantor, and the validity and binding effect of those documents with respect to any such party.

EnergySolutions, Inc

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Page 3

III. Opinions

Based upon the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:

1. Based solely on the Certificate of Existence, and as of the date thereof, the Tennessee Guarantor is a corporation validly existing under the laws of the State.

2. The Tennessee Guarantor has the corporate power to guarantee the Exchange Notes pursuant to the terms of the Indenture.

3. The Tennessee Guarantor has taken all necessary corporate action to authorize the execution and delivery of the Indenture and the Tennessee Guarantor’s guarantee of the Exchange Notes pursuant thereto.

4. The Tennessee Guarantor has duly executed and delivered the Indenture.

5. The execution and delivery by the Tennessee Guarantor of the Indenture does not, and the guarantee by the Tennessee Guarantor of the Exchange Notes pursuant to the terms of the Indenture and the performance of its obligations thereunder will not, violate (a) the Organizational Documents, or (b) any statute, rule or regulation of the State applicable to the Tennessee Guarantor.

IV. Qualifications And Limitations

Our opinions are limited by and subject to the following:

(a) Our opinions are based solely upon the laws of the State as currently in effect. We express no opinion concerning the laws of any other jurisdiction or whether such laws may apply, under a conflict of laws analysis or otherwise.

(b) Our opinions are subject to the effects of applicable bankruptcy, insolvency, reorganization, receivership, liquidation, conservatorship, reorganization, moratorium and other federal or state laws or constitutions in effect from time to time affecting the rights and remedies of creditors generally, including without limitation, fraudulent conveyance laws, preferential conveyance laws, and judicially developed doctrines relevant to any of the foregoing laws.

(c) Our opinion in paragraph 5(b) above is based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents, and we express no opinion with regard to (i) any federal or state securities laws or regulations, (ii) any federal or state tax laws or regulations, (iii) any federal or state banking or insurance laws or regulations, (iv) any

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Page 4

federal or state antitrust, trade or unfair competition laws or regulations, (v) any federal or state environmental, health or safety laws or regulations, or (vi) any federal or state energy laws or regulations.

(d) We express no opinion as to the enforceability of any of the provisions of the Transaction Documents.

(e) We express no opinion as to compliance with T.C.A.§ 48-16-401 to the extent that the Tennessee Guarantor’s incurrence of the obligations evidenced by the Transaction Documents may be deemed to be a distribution by the Tennessee Guarantor to or for the benefit of its shareholders.

(f) We express no opinion as to any matter not specifically stated to be and numbered as an opinion, and we undertake no obligation to advise you of legal or factual changes affecting this opinion that occur after the date of this letter.

This opinion is for your benefit in connection with the transactions contemplated by the Transaction Documents and may be relied upon only by you and other persons entitled to rely upon it pursuant to applicable provisions of the federal securities laws. We hereby consent to the reliance upon the opinions expressed herein by Jones Day for purposes of its opinions being delivered and filed as an exhibit to the Registration Statement. We also hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the related prospectus. In giving such latter consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules and regulations promulgated by the Commission thereunder.

Very truly yours,

/s/ Stites & Harbison, PLLC

EX-12.1

Exhibit 12.1

EnergySolutions, Inc.

Computation of Ratio of Earnings to Fixed Charges

(dollars in thousands)

	For the quarter ended						For the year ended
	March 31, 2011			March 31, 2010			2010			2009			2008			2007			2006
Earnings
Earnings before income taxes and noncontrolling interest	$	12,000		$	7,906		$	9,284		$	66,551		$	67,612		$	2,511		$	24,521
Fixed charges		18,320			8,954			72,696			31,307			45,388			76,388			69,320
Dividends of unconsolidated joint ventures		2,587			—			11,087			5,659			3,996			857			192
Equity in income of unconsolidated joint ventures		(1,400	)		(2,363	)		(13,120	)		(7,573	)		(3,167	)		(1,373	)		(92	)
Net income attributable to noncontrolling interest		(909	)		(151	)		(2,081	)		(1,131	)		(1,333	)		(92	)		—
Total earnings	$	30,598		$	14,346		$	77,866		$	94,813		$	112,496		$	78,291		$	93,941
Fixed charges
Interest expense	$	17,523		$	7,213		$	47,342		$	25,947		$	41,043		$	68,073		$	60,243
Amortization of debt issuance cost		527			1,463			24,145			4,456			3,552			7,359			8,323
Interest component of lease expense		270			278			1,209			904			793			956			754
Total fixed charges	$	18,320		$	8,954		$	72,696		$	31,307		$	45,388		$	76,388		$	69,320
Ratio of earnings to fixed charges		1.7			1.6			1.1			3.0			2.5			1.0			1.4

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of EnergySolutions, Inc. for the registration of $300,000,000 outstanding 10.75% Senior Notes due 2018 and to the incorporation by reference therein of our report dated March 31, 2011, with respect to the consolidated financial statements of EnergySolutions, Inc., and the effectiveness of internal control over financial reporting of EnergySolutions, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Salt Lake City, Utah

May 16, 2011

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

EnergySolutions, Inc.

(Exact name of obligor as specified in its charter)

Delaware	51-0653027
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No)

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

TELEPHONE: (801) 649-2000

(Address, Including Zip Code, and Telephone Number, Including Area

Code, of Registrant’s Principal Executive Offices)

EnergySolutions, LLC

(Exact name of obligor as specified in its charter)

Utah	14-1921823
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

TELEPHONE: (801) 649-2000

(Address, Including Zip Code, and Telephone Number, Including Area

Code, of Registrant’s Principal Executive Offices)

10.75% Senior Notes due 2018

And Guarantees

GUARANTORS*

Exact name of Additional Registrant as Specified in it Charter	State of Incorporation or Organization	IRS Employee Identification No.
BNG America LLC	Delaware	03-0577302
BNG America Savannah River Corporation	Delaware	54-1813446
Chem-Nuclear Systems, L.L.C.	Delaware	36-4122772
EnergySolutions Services, Inc.	Tennessee	62-1234045
Duratek, Inc.	Delaware	22-2427618
EnergySolution Company, Inc.	Delaware	06-1782005
EnergySolutions Diversified Services, Inc.	Delaware	22-2654388
EnergySolutions Federal EPC, Inc.	Delaware	02-0804852
EnergySolutions Federal Services of Hanford, Inc.	Delaware	34-4066233
EnergySolutions Government Group, Inc.	Delaware	36-3797690
EnergySolutions Fuel Services, LLC	Delaware	41-2234541
EnergySolutions Water System, LLC	Utah	38-3782649
EnergySolutions, Spent Fuel Division, Inc.	Delaware	54-2182937
GTSD Sub IV, Inc.	Delaware	52-2250539
Hittman Transport Services, Inc.	Delaware	52-1129367
Manufacturing Sciences Corporation	Colorado	84-0887414
EnergySolutions Performance Strategies Inc.	Georgia	58-2010562
Property Value Restoration, LLC	Delaware	27-3188764
EnergySolutions of Ohio, LLC	Delaware	27-0758345
EnergySolutions Midwest, LLC	Delaware	27-0671245

* Each Guarantor has the same principal executive office and phone number as EnergySolutions, Inc.

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Administrator of National Banks

United States Department of the Treasury

Washington, D.C. 20219

Federal Deposit Insurance Corporation

550 17^th Street, N.W.

Washington, D.C. 20429

Federal Reserve Bank of San Francisco

P.O. Box 7702

San Francisco, CA 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit TG3 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 11th day of May, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ John C. Stohlmann

John C. Stohlmann

Vice President

EXHIBIT 6

May 11, 2011

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ John C. Stohlmann

John C. Stohlmann

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,518
Interest-bearing balances			57,228
Securities:
Held-to-maturity securities			0
Available-for-sale securities			150,439
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,656
Securities purchased under agreements to resell			16,821
Loans and lease financing receivables:
Loans and leases held for sale			38,095
Loans and leases, net of unearned income	691,483
LESS: Allowance for loan and lease losses	19,637
Loans and leases, net of unearned income and allowance			671,846
Trading Assets			30,824
Premises and fixed assets (including capitalized leases)			8,129
Other real estate owned			5,713
Investments in unconsolidated subsidiaries and associated companies			659
Direct and indirect investments in real estate ventures			111
Intangible assets
Goodwill			20,931
Other intangible assets			26,452
Other assets			55,856
Total assets		$	1,102,278
LIABILITIES
Deposits:
In domestic offices		$	747,742
Noninterest-bearing	165,559
Interest-bearing	582,183
In foreign offices, Edge and Agreement subsidiaries, and IBFs			99,235
Noninterest-bearing	2,029
Interest-bearing	97,206
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			2,930
Securities sold under agreements to repurchase			16,102
Trading liabilities			15,647
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			40,254
Subordinated notes and debentures			19,252
Other liabilities			37,554
Total liabilities		$	978,716

	Dollar Amounts In Millions
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,971
Retained earnings		17,489
Accumulated other comprehensive income		5,280
Other equity capital components		0
Total bank equity capital		122,259
Noncontrolling (minority) interests in consolidated subsidiaries		1,303
Total equity capital		123,562
Total liabilities, and equity capital	$	1,102,278

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge

and belief.

Howard I. Atkins

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us

and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate

Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin

EX-99.1

Exhibit 99.1

FORM LETTER OF TRANSMITTAL

OF

ENERGYSOLUTIONS, INC.

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10.75% SENIOR NOTES DUE 2018, ISSUED ON AUGUST 13, 2010, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 10.75% SENIOR NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

PURSUANT TO THE PROSPECTUS DATED             , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2011 UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

By Registered/Certified Mail, Hand

Delivery, or Overnight Courier:

Wells Fargo Bank, National Association

201 Main Street, Suite 301

Forth Worth, TX 76102

Attn: Mr. John C. Stohlmann

Facsimile number:   (817) 885-8650 For information by telephone:   (817) 334-7065

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE ACCOMPANYING IRS FORM W-9 INCLUDED HEREIN. SEE INSTRUCTION 8.

DESCRIPTION OF OLD NOTES (See Instructions 2 and 3.) List below the principal amount of Old Notes (as defined below) to which this Letter of Transmittal relates.

Name(s) and address(es)
of Holder(s)
(Please fill in, if blank) Principal Amount Represented Principal Amount Tendered(*)

(*) Old Notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Unless otherwise indicated, it will be assumed that ALL Old Notes described above are being tendered. See Instruction 3.

2

The undersigned acknowledges that he, she or it has received and reviewed this Letter of Transmittal (the “Letter”) and the Prospectus, dated             , 2011 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), of EnergySolutions, Inc., a Delaware corporation (the “Company”), which together constitute its offer to exchange up to $300,000,000 aggregate principal amount of its 10.75% Senior Notes due 2018 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 10.75% Senior Notes due 2018 (the “Old Notes”), from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions set forth in the Prospectus and this Letter (such exchange offer, the “Exchange Offer”).

For each Old Note accepted for exchange, the Holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Old Notes. Accordingly, registered Holders of New Notes on the record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid on the Old Notes. Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a Holder of Old Notes if a tender of Old Notes is to be made by book-entry transfer (the “Book-Entry Transfer Facility”) to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth under the headings “The Exchange Offer—Terms of the Exchange Offer—Book-Entry Transfer” and “The Exchange Offer—Terms of the Exchange Offer—Exchanging Book-Entry Notes” in the Prospectus. Holders of Old Notes who are unable to deliver a confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth under the heading “The Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

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BOOK-ENTRY TRANSFER

¨ CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):

Name(s) of Tendering Institution(s)

Account Number(s)

Transaction Code Number(s)

GUARANTEED DELIVERY

¨ CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING. (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution that Guaranteed Delivery

Account Number at Book-Entry Transfer Facility

Transaction Code Number

  If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges and represents that it will deliver a prospectus meeting the requirements of the Securities Act, in connection with any resale of such New Notes; however, by so acknowledging and representing and by delivering such a prospectus the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive New Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired as a result of market-making activities or other trading activities. In addition, such broker-dealer represents that it is not acting on behalf of any person who could not truthfully make the foregoing representations.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

LADIES AND GENTLEMEN:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes described above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to the Company all right, title and interest in and to such Old Notes as are being tendered hereby and any and all Notes or other securities issued, paid or distributed or issuable, payable or distributable in respect of such Notes on or after             , 2011.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent, attorney-in-fact and proxy with respect to Old Notes tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), among other things, to cause the Old Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants (1) that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes; (2) that when such Old Notes are accepted for exchange, the Company will acquire good and unencumbered title to such notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim and such Old Notes will not have been transferred to the Company in violation of any contractual or other restriction on the transfer thereof; (3) that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned; (4) that neither the Holder of such Old Notes nor any such other person is participating in, intends to participate in, or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Old Notes or New Notes; (5) that neither the Holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company; and (6) that neither the Holder of such Old Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The undersigned acknowledges that the Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties; that the New Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder’s business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as made in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Old Notes) with the Prospectus. The Prospectus may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) ( “Participating Broker-Dealers”) for a period of time, starting on the Expiration Date and ending on the close of business 90 days after the Expiration Date in connection with the sale or transfer of such New Notes. The Company has agreed that, for such period of time, it

5

will make the Prospectus available to such a broker-dealer which elects to exchange Old Notes, acquired for its own account as a result of market-making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By tendering in the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of New Notes and agrees that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (1) the Company has amended or supplemented the Prospectus to correct such misstatement or omission and (2) either the Company has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Company has not otherwise agreed to furnish such copies and declines to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker dealer that would receive New Notes for its own account for its Old Notes, where such Old Notes were not acquired as a result of market-making activities or other trading activities, will not be able to participate in the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby.

All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

Tenders of Old Notes made pursuant to the Exchange Offer are irrevocable, except that Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. See information described under the heading “The Exchange Offer—Terms of the Exchange Offer—Withdrawal of Tenders” in the Prospectus.

The undersigned understands that tender of Old Notes pursuant to any of the procedures described under the heading “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions set forth in the Prospectus, including the undersigned’s representation that the undersigned owns the Old Notes being tendered. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes, and, if applicable, Old Notes not tendered or not accepted for exchange, by crediting the account indicated above maintained at the Book-Entry Transfer Facility.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

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PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

                                         , 2011

                                         , 2011

SIGNATURES OF OWNER

Area Code and Telephone Number                                 

Dated:                         , 2011

If a Holder is tendering an Old Note, this Letter must be signed by the registered Holder(s) exactly as the name(s) appear(s) on a security position listing of the Holder(s) of the Old Note or by any person(s) authorized to become registered Holder(s) by documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 4.

Name(s):

(Please Type or Print)

Capacity (full title):

Address:
	(Zip Code)

Area Code and Telephone Number:                                                                                                                       

Tax Identification or Social Security Number:                                                                                                       

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GUARANTEE OF SIGNATURE(S)

(IF REQUIRED BY INSTRUCTION 4)

SIGNATURE(S) GUARANTEED BY

AN ELIGIBLE INSTITUTION:

(AUTHORIZED SIGNATURE)

Name:

Capacity (full title):

Name of Firm:

Address:
	(Zip Code)

Area Code and Telephone Number:                                                                                                                           

Dated:                                                              , 2011

(PLEASE COMPLETE ACCOMPANYING IRS FORM W-9 HEREIN. SEE INSTRUCTION 8.)

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SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5 and 6)
To be completed ONLY if New Notes are to be issued, or if Old Notes not tendered or not accepted for exchange are to be returned, by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue: New Notes and/or Old Notes to:
Name(s):
	(PLEASE TYPE OR PRINT)
	(PLEASE TYPE OR PRINT)
Address:
	(ZIP CODE)
	(Tax Identification or Social Security No.) (See IRS Form W-9 Included Herein)
	(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER(S))

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

9

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10.75% SENIOR NOTES DUE 2018, ISSUED ON AUGUST 13, 2010, OF ENERGYSOLUTIONS, INC. FOR 10.75% SENIOR NOTES DUE 2018, OF ENERGYSOLUTIONS, INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures. This Letter is to be completed by Holders of Old Notes if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth under the heading “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering” in the Prospectus and an Agent’s Message (as defined below) is not delivered. Book-Entry Confirmation (as defined below), as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in minimum denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, which message states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Old Notes which are the subject of the Book-Entry Confirmation that such participant has received and agrees to be bound by the Letter and that the Company may enforce the Letter against such participant. “Book-Entry Confirmation” means a timely confirmation of book-entry transfer of Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility.

Holders who cannot complete the procedure for book-entry transfer prior to 5:00 P.M., New York City time, on the Expiration Date may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth under the heading “The Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. Pursuant to such procedures: (a) such tender must be made by or through an Eligible Institution (as defined below); (b) prior to 5:00 P.M., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, a Book-Entry Confirmation and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent; and (c) a Book-Entry Confirmation and all other documents required by this Letter are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS MADE BY MAIL, IT IS RECOMMENDED THAT THE MAILING BE BY REGISTERED OR CERTIFIED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT’S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

2. Inadequate Space. If the space provided in the box captioned “Description of Old Notes” above is inadequate, the principal amount of Old Notes and any other required information should be listed on a separate signed schedule and such schedule should be attached to this Letter.

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3. Partial Tenders. Old Notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If fewer than all of the Old Notes listed in the box captioned “Description of Old Notes” above are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the box entitled “Description of Old Notes—Principal Amount Tendered.” A book-entry representing the balance of non-tendered Old Notes will be sent to such tendering Holder(s), unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

4. Signatures on this Letter; Bond Powers. If this Letter is signed by a participant in the Book-Entry Transfer Facility, the signature must correspond exactly with the name as it appears on the security position listing of the Holder of Old Notes.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter.

If this Letter is signed by the registered Holder(s) of the Old Notes specified herein and tendered hereby, no separate bond powers are required unless the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered Holder. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered Holder(s) of Old Notes specified herein, the Old Notes must be accompanied by appropriate bond powers, signed exactly as the name or names of the registered Holder(s) appear(s) on the security position listing of the Holder of Old Notes, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

If this Letter or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of such persons’ authority to so act, unless such submission is waived by the Company.

SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 4 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE STOCK EXCHANGE MEDALLION PROGRAM (“SEMP”) AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (“MSP”), OR ANY OTHER “ELIGIBLE GUARANTOR INSTITUTION” (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN “ELIGIBLE INSTITUTION”).

SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (1) BY A REGISTERED HOLDER OF OLD NOTES, INCLUDING ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES, WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” IN THIS LETTER, OR (2) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

5. Special Issuance and Delivery Instructions. Tendering Holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or Old Notes not exchanged are to be issued, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be

11

credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter.

6. Transfer Taxes. Except as otherwise provided in this Instruction 6, the Company will pay any transfer taxes with respect to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes or substitute Old Notes not exchanged are to be issued in the name of any person other than the registered Holder(s) of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person(s) signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder(s) or any other person) payable on account of the transfer to such person will be payable by the Holder(s) tendering hereby. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder(s).

7. Waiver of Conditions. The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8. Taxpayer Identification Number; Backup Withholding; IRS Form W-9. U.S. federal income tax laws generally require that a tendering Holder provide the Exchange Agent with such Holder’s correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, Request for Taxpayer Identification Number and Certification, below (the “IRS Form W-9”) or otherwise establish a basis for exemption from backup withholding. In the case of a Holder who is an individual, the TIN is his or her social security number. If the tendering Holder is a non-resident alien or a foreign entity, other requirements (as described below) will apply. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, failure to provide the Exchange Agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on all reportable payments made to the tendering Holder after the exchange. The current backup withholding rate is 28%. If withholding results in an overpayment of taxes, the Holder may obtain a refund from the IRS.

Exempt Holders of the Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. See the enclosed Instructions for the Requester of Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each tendering Holder that is a U.S. person (including a resident alien) must provide its correct TIN by completing the IRS Form W-9 set forth below, certifying, under penalties of perjury, that such Holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (a) such Holder is exempt from backup withholding, or (b) such Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified such Holder that such Holder is no longer subject to backup withholding. If the Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN and write “Applied For” in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing “Applied For” on the IRS Form W-9 means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Exchange Agent.

A tendering Holder that is a non-resident alien or a foreign entity must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent at the address on the face of this Letter of Transmittal.

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FAILURE TO COMPLETE IRS FORM W-9, IRS FORM W-8BEN OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT (1) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE CODE, (2) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS LETTER OF TRANSMITTAL AND (3) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM THEIR OWN INDEPENDENT TAX ADVISORS.

9. Withdrawal Rights. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the Expiration Date. For a withdrawal to be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at the address set forth above prior to 5:00 P.M., New York City time, on the Expiration Date. Any such notice of withdrawal must (a) specify the name of the person who tendered the Old Notes to be withdrawn, (b) identify the Old Notes to be withdrawn, including the aggregate principal amount of such Old Notes, specify the number of the account at the Book-Entry Transfer Facility from which the Old Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility; (c) contain a statement that such Holder is withdrawing its election to have such Old Notes exchanged; (d) specify the name in which such Old Notes are registered, if different from that of the person who tendered the Old Notes.

All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties.

Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date with respect to such Old Notes.

Any Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth under the headings “The Exchange Offer—Terms of the Exchange Offer—Book-Entry Transfer” and “The Exchange Offer—Terms of the Exchange Offer—Exchanging Book-Entry Notes” in the Prospectus will be credited to an account maintained with the Book-Entry Transfer Facility for the Old Notes as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

10. Requests For Assistance and Additional Copies. Questions and requests for assistance regarding this Letter, as well as requests for additional copies of the Prospectus, this Letter, Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS.

Print or type See Specific Instructions on page 2.	Name (as shown on your income tax return)
	Business name/disregarded entity name, if different from above
	Check appropriate box for federal tax classification (required):    ¨ individual/sole proprietor    ¨ C Corporation    ¨ S Corporation    ¨ Partnership    ¨ Trust/estate
	¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u ..........................		¨ Exempt payee
	¨ Other (see instructions) u
	Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
	City, state, and ZIP code
	List account number(s) here (optional)

Part I	Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.		Social security number
				-	-
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.		Employer identification number
			-

Part II	Certification
Under penalties of perjury, I certify that:
1.         The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.         I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.         I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign     Here	Signature of U.S. person u	Date u
General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.		Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: •      An individual who is a U.S. citizen or U.S. resident alien, •      A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, •      An estate (other than a foreign estate), or •      A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

                Cat. No. 10231X Form W-9 (Rev. 1-2011)

Form W-9 (Rev. 1-2011) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

        Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Form W-9 (Rev. 1-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/ disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/ disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

²  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 1-2011) Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:	Give name and SSN of:
1.      Individual	The individual
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor 2
4.      a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law	The grantor-trustee 1 The actual owner 1
5.      Sole proprietorship or disregarded entity owned by an individual	The owner 3
6.      Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671 -4(b)(2)(i)(A))	The grantor*
For this type of account:	Give name and EIN of:
7.      Disregarded entity not owned by an individual	The owner
8.      A valid trust, estate, or pension trust	Legal entity 4
9.      Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.    Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.    Partnership or multi-member LLC	The partnership
12.    A broker or registered          nominee	The broker or nominee
13.    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.    Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s SSN.

3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

        If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1 -800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Instructions for the		Department of the Treasury Internal Revenue Service
Requester of Form W-9
(Rev. January 2011)
Request for Taxpayer Identification Number and Certification

Section references are to the Internal Revenue Code unless otherwise noted.

What’s New

New checkboxes. Generally, for any sale of a covered security acquired by an S corporation (other than a financial institution) after December 31, 2011, brokers will be required to report gross proceeds and basis information to S corporations and may not treat them as exempt recipients. New tax classification checkboxes have been added for S corporation and Trust/estate. The Form W-9 is revised to allow S corporations sufficient time to provide new certifications to brokers indicating their non-exempt status. Also, disregarded entity was removed as a tax classification for limited liability companies.

Reminders

• The backup withholding rate is 28% for reportable payments.

• The IRS website offers TIN Matching e-services for certain payers to validate name and TIN combinations. See Taxpayer Identification Number (TIN) Matching on page 4.

How Do I Know When To Use Form W-9?

Use Form W-9 to request the taxpayer identification number (TIN) of a U.S. person (including a resident alien) and to request certain certifications and claims for exemption. (See Purpose of Form on Form W-9.) Withholding agents may require signed Forms W-9 from U.S. exempt recipients to overcome any presumptions of foreign status. For federal purposes, a U.S. person includes but is not limited to:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• Any estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

A partnership may require a signed Form W-9 from its U.S. partners to overcome any presumptions of foreign status and to avoid withholding on the partner’s allocable share of the partnership’s effectively connected income. For more information, see Regulations section 1.1446-1.

Advise foreign persons to use the appropriate Form W-8. See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities, for more information and a list of the W-8 forms.

Also, a nonresident alien individual may, under certain circumstances, claim treaty benefits on scholarships and fellowship grant income. See Pub. 515 or Pub. 519, U.S. Tax Guide for Aliens, for more information.

Electronic Submission of Forms W-9

Requesters may establish a system for payees and payees’ agents to submit Forms W-9 electronically, including by fax. A requester is anyone required to file an information return. A payee is anyone required to provide a taxpayer identification number (TIN) to the requester.

Payee’s agent. A payee’s agent can be an investment advisor (corporation, partnership, or individual) or an introducing broker. An investment advisor must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940. The introducing broker is a broker-dealer that is regulated by the SEC and the National Association of Securities Dealers, Inc., and that is not a payer. Except for a broker who acts as a payee’s agent for “readily tradable instruments,” the advisor or broker must show in writing to the payer that the payee authorized the advisor or broker to transmit the Form W-9 to the payer.

Electronic system. Generally, the electronic system must:

• Ensure the information received is the information sent, and document all occasions of user access that result in the submission;

• Make reasonably certain that the person accessing the system and submitting the form is the person identified on Form W-9, the investment advisor, or the introducing broker;

• Provide the same information as the paper Form W-9;

• Be able to supply a hard copy of the electronic Form W-9 if the Internal Revenue Service requests it; and

• Require as the final entry in the submission an electronic signature by the payee whose name is on Form W-9 that authenticates and verifies the submission. The electronic signature must be under penalties of perjury and the perjury statement must contain the language of the paper Form W-9.

For Forms W-9 that are not required to be signed, the electronic system need not provide for an electronic signature or a perjury statement.

For more details, see the following.

• Announcement 98-27, which is on page 30 of Internal Revenue Bulletin 1998-15 at www.irs.gov/pub/irs-irbs/ irb98-15.pdf.

• Announcement 2001 -91, which is on page 221 of Internal Revenue Bulletin 2001-36 at www.irs.gov/pub/ irs-irbs/irb01-36.pdf.

Cat. No. 20479P

Individual Taxpayer Identification Number (ITIN)

Form W-9 (or an acceptable substitute) is used by persons required to file information returns with the IRS to get the payee’s (or other person’s) correct name and TIN. For individuals, the TIN is generally a social security number (SSN).

However, in some cases, individuals who become U.S. resident aliens for tax purposes are not eligible to obtain an SSN. This includes certain resident aliens who must receive information returns but who cannot obtain an SSN.

These individuals must apply for an ITIN on Form W-7, Application for IRS Individual Taxpayer Identification Number, unless they have an application pending for an SSN. Individuals who have an ITIN must provide it on Form W-9.

Substitute Form W-9

You may develop and use your own Form W-9 (a substitute Form W-9) if its content is substantially similar to the official IRS Form W-9 and it satisfies certain certification requirements.

You may incorporate a substitute Form W-9 into other business forms you customarily use, such as account signature cards. However, the certifications on the substitute Form W-9 must clearly state (as shown on the official Form W-9) that under penalties of perjury:

1. The payee’s TIN is correct,

2. The payee is not subject to backup withholding due to failure to report interest and dividend income, and

3. The payee is a U.S. person.

You may not:

1. Use a substitute Form W-9 that requires the payee, by signing, to agree to provisions unrelated to the required certifications, or

2. Imply that a payee may be subject to backup withholding unless the payee agrees to provisions on the substitute form that are unrelated to the required certifications.

A substitute Form W-9 that contains a separate signature line just for the certifications satisfies the requirement that the certifications be clearly stated.

If a single signature line is used for the required certifications and other provisions, the certifications must be highlighted, boxed, printed in bold-face type, or presented in some other manner that causes the language to stand out from all other information contained on the substitute form. Additionally, the following statement must be presented to stand out in the same manner as described above and must appear immediately above the single signature line:

        “The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.”

If you use a substitute form, you are required to provide the Form W-9 instructions to the payee only if he or she requests them. However, if the IRS has notified the payee that backup withholding applies, then you must instruct the payee to strike out the language in the certification that relates to underreporting. This instruction can be given orally or in writing. See item 2 of the Certification on Form W-9. You can replace “defined

below” with “defined in the instructions” in item 3 of the Certification on Form W-9 when the instructions will not be provided to the payee except upon request. For more information, see Rev. Proc. 83-89,1983-2 C.B. 613; amplified by Rev. Proc. 96-26, which is on page 22 of Internal Revenue Bulletin 1996-8 at www.irs.gov/pub/ irs-irbs/irb96-08.pdf.

TIN Applied for

For interest and dividend payments and certain payments with respect to readily tradable instruments, the payee may return a properly completed, signed Form W-9 to you with “Applied For” written in Part I. This is an “awaiting-TIN” certificate. The payee has 60 calendar days, from the date you receive this certificate, to provide a TIN. If you do not receive the payee’s TIN at that time, you must begin backup withholding on payments.

Reserve rule. You must backup withhold on any reportable payments made during the 60-day period if a payee withdraws more than $500 at one time, unless the payee reserves an amount equal to the current year’s backup withholding rate on all reportable payments made to the account.

Alternative rule. You may also elect to backup withhold during this 60-day period, after a 7-day grace period, under one of the two alternative rules discussed below.

Option 1. Backup withhold on any reportable payments if the payee makes a withdrawal from the account after the close of 7 business days after you receive the awaiting-TIN certificate. Treat as reportable payments all cash withdrawals in an amount up to the reportable payments made from the day after you receive the awaiting-TIN certificate to the day of withdrawal.

Option 2. Backup withhold on any reportable payments made to the payee’s account, regardless of whether the payee makes any withdrawals, beginning no later than 7 business days after you receive the awaiting-TIN certificate.

	The 60-day exemption from backup withholding does not apply to any payment other than interest, dividends, and certain payments relating to readily tradable instruments. Any other reportable payment, such as nonemployee compensation, is subject to
backup withholding immediately, even if the payee has applied for and is awaiting a TIN.

Even if the payee gives you an awaiting-TIN certificate, you must backup withhold on reportable interest and dividend payments if the payee does not certify, under penalties of perjury, that the payee is not subject to backup withholding.

If you do not collect backup withholding from affected payees as required, you may become liable for any uncollected amount.

Payees Exempt From Backup Withholding

Even if the payee does not provide a TIN in the manner required, you are not required to backup withhold on any payments you make if the payee is:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401 (f)(2);

-2- Instr. for Req. of Form W-9 (Rev. 1-2011)

2. The United States or any of its agencies or instrumentalities;

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions, agencies, or instrumentalities;

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities; or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation;

7. A foreign central bank of issue;

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States;

9. A futures commission merchant registered with the Commodity Futures Trading Commission;

10. A real estate investment trust;

11. An entity registered at all times during the tax year under the Investment Company Act of 1940;

12. A common trust fund operated by a bank under section 584(a);

13. A financial institution;

14. A middleman known in the investment community as a nominee or custodian; or

15. A trust exempt from tax under section 664 or described in section 4947.

The following types of payments are exempt from backup withholding as indicated for items 1 through 15 above.

Interest and dividend payments. All listed payees are exempt except the payee in item 9.

Broker transactions. All payees listed in items 1 through 5 and 7 through 13 are exempt. Also, C corporations are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt.

Barter exchange transactions and patronage dividends. Only payees listed in items 1 through 5 are exempt.

Payments reportable under sections 6041 and 6041 A. Only payees listed in items 1 through 7 are generally exempt.

However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC, Miscellaneous Income, are not exempt from backup withholding.

• Medical and health care payments.

• Attorneys’ fees.

• Payments for services paid by a federal executive agency. (See Rev. Rul. 2003-66, which is on page 1115 of Intenal Revenue Bulletin 2003-26 at www.irs.gov/pub/ irs-irbs/irb03-26.pdf.)

Payments Exempt From Backup Withholding

Payments that are not subject to information reporting also are not subject to backup withholding. For details, see sections 6041, 6041 A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations. The following payments are generally exempt from backup withholding.

Dividends and patronage dividends

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an ESOP.

Interest payments

• Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN.

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

Other types of payment

• Wages.

• Distributions from a pension, annuity, profit-sharing or stock bonus plan, any IRA, an owner-employee plan, or other deferred compensation plan.

• Distributions from a medical or health savings account and long-term care benefits.

• Certain surrenders of life insurance contracts.

• Distribution from qualified tuition programs or Coverdell ESAs.

• Gambling winnings if regular gambling winnings withholding is required under section 3402(q). However, if regular gambling winnings withholding is not required under section 3402(q), backup withholding applies if the payee fails to furnish a TIN.

• Real estate transactions reportable under section 6045(e).

• Cancelled debts reportable under section 6050P.

• Fish purchases for cash reportable under section 6050R.

After 2011, backup withholding will apply to certain payment card transactions by a qualified payment card agent under section 6050W.

Joint Foreign Payees

If the first payee listed on an account gives you a Form W-8 or a similar statement signed under penalties of perjury, backup withholding applies unless:

1. Every joint payee provides the statement regarding foreign status, or

2. Any one of the joint payees who has not established foreign status gives you a TIN.

If any one of the joint payees who has not established foreign status gives you a TIN, use that number for purposes of backup withholding and information reporting.

For more information on foreign payees, see the Instructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.

Instr. for Req. of Form W-9 (Rev. 1-2011) -3-    

Names and TINs To Use for Information Reporting

Show the full name and address as provided on Form W-9 on the information return filed with the IRS and on the copy furnished to the payee. If you made payments to more than one payee or the account is in more than one name, enter on the first name line of the information return only the name of the payee whose TIN is shown on Form W-9. You may show the names of any other individual payees in the area below the first name line on the information return.

For more information on the names and TINs to use for information reporting, see section J of the General Instructions for Certain Information Returns.

Notices From the IRS

The IRS will send you a notice if the payee’s name and TIN on the information return you filed do not match the IRS’s records. (See Taxpayer Identification Number (TIN) Matching, later.) You may have to send a “B” notice to

the payee to solicit another TIN. Pub. 1281, Backup Withholding for Missing and Incorrect Name/TIN(s), contains copies of the two types of “B” notices.

Taxpayer Identification Number (TIN) Matching

TIN Matching allows a payer or authorized agent who is required to file Forms 1099-B, DIV, INT, K, MISC, DID, and/or PATR to match TIN and name combinations with IRS records before submitting the forms to the IRS. TIN Matching is one of the e-services products that is offered and is accessible through the IRS website. Go to IRS.gov and enter e-services in the search box. It is anticipated that payers who validate the TIN and name combinations before filing information returns will receive fewer backup withholding (CP2100) notices and penalty notices.

Additional Information

For more information on backup withholding, see Pub. 1281.

-4- Instr. for Req. of Form W-9 (Rev. 1-2011)

Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth below. Additional copies of the Prospectus, this Letter or other materials related to the Exchange Offer may be obtained from the Exchange Agent or from brokers, dealers, commercial banks or trust companies.

The Exchange Agent for the Exchange Offer is: Wells Fargo Bank, National Association By Registered/Certified Mail, Hand Delivery, or Overnight Courier: Wells Fargo Bank, National Association 201 Main Street, Suite 301 Forth Worth, TX 76102 Attn: Mr. John C. Stohlmann
Facsimile number: (817) 885-8650	For information by telephone: (817) 334-7065

EX-99.2

Exhibit 99.2

FORM NOTICE OF GUARANTEED DELIVERY

FOR

ENERGYSOLUTIONS, INC.

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10.75% SENIOR NOTES DUE 2018, ISSUED ON AUGUST 13, 2010, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 10.75% SENIOR NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED             , 2011

(Not to be used for signature guarantees)

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME ON             , 2011, UNLESS EXTENDED.

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer made by EnergySolutions, Inc., a Delaware corporation (the “Company”), pursuant to the Prospectus dated             , 2011 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), if the procedures for delivery by book-entry transfer, as set forth in the Prospectus, cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mailed to the Exchange Agent (as defined below). See “The Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

In addition, in order to utilize the guaranteed delivery procedure to tender the outstanding 10.75% Senior Notes due 2018 (the “Old Notes”) pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Old Notes (the “Letter of Transmittal”) must also be received by Wells Fargo Bank, National Association, as exchange agent (the “Exchange Agent”) prior to 5:00 P.M., New York City time, on the Expiration Date. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

By Mail, Hand or Overnight Delivery:

Wells Fargo Bank, National Association

201 Main Street, Suite 301

Forth Worth, TX 76102

Attn: Mr. John C. Stohlmann

  By Facsimile:   (817) 885-8650 For Information or Confirmation by Telephone:   (817) 334-7065

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE LETTER OF TRANSMITTAL) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

THE GUARANTEE BELOW MUST BE COMPLETED.

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Ladies and Gentlemen:

The undersigned hereby tenders to the Company, in accordance with the terms and subject to the conditions set forth in the Company’s Prospectus dated              , 2011 (the “Prospectus”), and in the related Letter of Transmittal (which, together with the Prospectus, as each may be amended, supplemented or modified from time to time, collectively constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below, pursuant to the guaranteed delivery procedures described under the heading “The Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

(Please type or print)

Account Number(s) at Book-Entry Transfer Facility:____________________________________________________________

Aggregate Principal Amount Represented:____________________________________________________________________

Name(s) of Record Holder(s):______________________________________________________________________________

Address(es):____________________________________________________________________________________________

Daytime Area Code and Tel. No.:___________________________________________________________________________

Signature(s):____________________________________________________________________________________________

______________________________________________________________________________________________________

Dated:_________________________________________________________________________________________________

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GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized medallion program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”) and the New York Stock Exchange Medallion Signature Program (“MSP”), or any other “eligible guarantor institution” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at the Depository Trust Company (“DTC”) pursuant to the procedures set forth under the heading “The Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

The eligible guarantor institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal to the Exchange Agent within the time period indicated herein. Failure to do so may result in financial loss to such eligible guarantor institution.

Name of Firm:

______________________________________________________________________________________________________

______________________________________________________________________________________________________

Authorized Signature

Name:

______________________________________________________________________________________________________

(Please Print or Type)

Title:_________________________________________________________________________________________________

Address:______________________________________________________________________________________________

Zip Code                                    

Area Code and Tel No.:__________________________________________________________________________________

Dated:________________________________________________________________________________________________

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery Of This Notice Of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder(s) (as defined in the Letter of Transmittal) and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, it is recommended that the mailing be by registered or certified mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

2. Signatures On This Notice Of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Old Notes, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.

If this Notice of Guaranteed Delivery is signed by a person other than a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

3. Requests For Assistance Or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at its address set forth on the front of this Notice of Guaranteed Delivery. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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EX-99.3

Exhibit 99.3

ENERGYSOLUTIONS, INC.

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10.75% SENIOR NOTES DUE 2018, ISSUED

ON AUGUST 13, 2010, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 10.75% SENIOR NOTES DUE

2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

PURSUANT TO THE PROSPECTUS DATED              , 2011

To Our Clients:

Enclosed for your consideration is a Prospectus, dated              , 2011 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of EnergySolutions, Inc. (the “Company”) to exchange its 10.75% Senior Notes due 2018 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding 10.75% Senior Notes due 2018 (the “Old Notes), issued on August 13, 2010, upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of August 13, 2010, relating to the Old Notes, by and among the Company, the Guarantors named therein and the initial Purchasers party thereto.

This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M., New York City time, on              , 2011, unless extended by the Company (such date, as the same may be extended, an “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus under the heading “The Exchange Offer—Terms of the Exchange Offer—Conditions.”

3. Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 P.M., New York City time, on              , 2011, unless extended by the Company.

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by EnergySolutions, Inc. with respect to its Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

The aggregate principal amount of Old Notes held by you for the account of the undersigned is (fill in amount):

   $

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER $                      of Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered (if any)).

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (1) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (2) neither the undersigned nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Old Notes or New Notes, (3) neither the undersigned nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company, and (4) neither the undersigned nor any such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

2

SIGN HERE

Dated: _____________________________________________________________________________________________, 2011

Signature(s): ____________________________________________________________________________________________

Print name(s) here: _______________________________________________________________________________________

Print Address(es): ________________________________________________________________________________________

Area Code and Telephone Number(s): ________________________________________________________________________

Tax Identification or Social Security Number(s):

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

3