SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Duratek, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36237J 10 7

(Cusip Number)

Daniel A. D'Aniello
The Carlyle Group
1001 Pennsylvania Ave., N.W., Suite 220 South
Washington, DC 20004
(202) 347-2626

with a copy to:

Daniel T. Lennon, Esq.
Latham & Watkins LLP
555 Eleventh Street, N.W., Suite 1000
Washington, D.C. 20004
(202) 637-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person ’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1.	Name of Reporting Person: CARLYLE PARTNERS II, L.P.			I.R.S. Identification Nos. of above persons (entities only): 51-10357731
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 1,465,359
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 1,465,359
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 10.8%
	14.	Type of Reporting Person (See Instructions): PN

2 of 67

	1.	Name of Reporting Person: CARLYLE SBC PARTNERS II, L.P.			I.R.S. Identification Nos. of above persons (entities only): 51-0369721
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 105,512
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 105,512
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.8%
	14.	Type of Reporting Person (See Instructions): PN

3 of 67

	1.	Name of Reporting Person: CARLYLE INTERNATIONAL PARTNERS II, L.P.			I.R.S. Identification Nos. of above persons (entities only): N/A
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 963,930
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 963,930
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 7.1%
	14.	Type of Reporting Person (See Instructions): PN

4 of 67

	1.	Name of Reporting Person: CARLYLE INTERNATIONAL PARTNERS III, L.P.			I.R.S. Identification Nos. of above persons (entities only): N/A
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 122,915
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 122,915
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.9%
	14.	Type of Reporting Person (See Instructions): PN

5 of 67

	1.	Name of Reporting Person: C/S INTERNATIONAL PARTNERS, L.P.			I.R.S. Identification Nos. of above persons (entities only): N/A
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 438,245
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 438,245
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 3.2%
	14.	Type of Reporting Person (See Instructions): PN

6 of 67

	1.	Name of Reporting Person: CARLYLE-GTSD PARTNERS II, L.P.			I.R.S. Identification Nos. of above persons (entities only): 52-1911051
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 68,633
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 68,633
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.5%
	14.	Type of Reporting Person (See Instructions): PN

7 of 67

	1.	Name of Reporting Person: CP II INVESTMENT HOLDINGS, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 52-2033497
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 23,274
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 23,274
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.2%
	14.	Type of Reporting Person (See Instructions): OO (LIMITED LIABILITY COMPANY)

8 of 67

	1.	Name of Reporting Person: TC GROUP INVESTMENT HOLDINGS, L.P.			I.R.S. Identification Nos. of above persons (entities only): 51-0406268
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 23,274
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 23,274
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.2%
	14.	Type of Reporting Person (See Instructions): PN

9 of 67

	1.	Name of Reporting Person: TCG HOLDINGS II, L.P.			I.R.S. Identification Nos. of above persons (entities only): 52-2224872
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 23,274
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 23,274
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.2%
	14.	Type of Reporting Person (See Instructions): PN

10 of 67

	1.	Name of Reporting Person: DBD INVESTORS V, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 52-2224866
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 23,274
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 23,274
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 0.2%
	14.	Type of Reporting Person (See Instructions): OO (LIMITED LIABILITY COMPANY)

11 of 67

	1.	Name of Reporting Person: TC GROUP, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 54-1686957
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 3,168,104
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 3,168,104
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 23.3%
	14.	Type of Reporting Person (See Instructions): OO (LIMITED LIABILITY COMPANY)

12 of 67

	1.	Name of Reporting Person: TC GROUP II, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 54-1686957
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 3,095,961
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 3,095,961
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 22.8%
	14.	Type of Reporting Person (See Instructions): OO (LIMITED LIABILITY COMPANY)

13 of 67

	1.	Name of Reporting Person: TCG HOLDINGS, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 54-1686011
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 3,168,104
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 3,168,104
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 23.3%
	14.	Type of Reporting Person (See Instructions): OO (LIMITED LIABILITY COMPANY

14 of 67

     This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed on February 3, 1995 by the Reporting Persons, as amended and supplemented on December 22, 1995 and February 9, 1998 (as amended and supplemented, this “Schedule 13D”), related to the Common Stock (“Common Stock”), par value $0.01 per share, of Duratek, Inc., a Delaware corporation (the “Company”).

     The purpose of this Amendment is to reflect the sale by the Reporting Persons (as defined below) to the Company of shares of 8% Cumulative Convertible Redeemable Preferred Stock (“Preferred Stock”), par value $0.01 per share, of the Company (which are convertible into shares of Common Stock), pursuant to the Share Repurchase Agreement, dated December 16, 2003, among the Company and certain holders of Preferred Stock (the “Repurchase Agreement”). A copy of the Repurchase Agreement is filed herewith as Exhibit 2 and incorporated herein by reference.

Item 1. Security and Issuer.

     This Schedule 13D relates to the Common Stock of the Company. The Company’s principal business address is 10100 Old Columbia Road, Columbia, MD 21046.

Item 2. Identity and Background.

     The names of the persons filing this Schedule 13D (each a “Reporting Person” and collectively, the “Reporting Persons”) are as follows:

• Carlyle Partners II, L.P., a Delaware limited partnership (“CP II”);

• Carlyle SBC Partners II, L.P., a Delaware limited partnership (“CSP II”);

• Carlyle International Partners II, L.P., a Cayman Islands limited partnership (“CIP II”);

• Carlyle International Partners III, L.P., a Cayman Islands limited partnership (“CIP III”);

• C/S International Partners, L.P., a Cayman Islands limited partnership (“C/S”);

• Carlyle-GTSD Partners II, L.P., a Delaware limited partnership (“CGP II”);

• CP II Investment Holdings, L.L.C., a Delaware limited liability company (“CP II Investment”);

• TC Group Investment Holdings, L.P., a Delaware limited partnership (“TCG Investment Holdings”);

• TCG Holdings II, L.P., a Delaware limited partnership (“TCG Holdings II”);

• DBD Investors V, L.L.C., a Delaware limited liability company (“DBD Investors”);

• TC Group, L.L.C., a Delaware limited liability company (“TC Group”);

• TC Group II, L.L.C., a Delaware limited liability company (“TC Group II”); and

• TCG Holdings, L.L.C., a Delaware limited liability company (“TCG Holdings”).

     TCG Holdings is the sole managing member of TC Group. TC Group is the sole member of TC Group II and the general partner of CGP II. TC Group II is the sole general partner of CP II, CIP II, CIP III and CSP II, and the co-general partner of C/S. David M. Rubenstein, William E. Conway, Jr. and Daniel A. D’Aniello are managing members of TCG Holdings (collectively, the “TCG Holdings

Page 15 of 67

Managing Members”). In their capacity as managing members of TCG Holdings, the TCG Holdings Managing Members may be deemed to share beneficial ownership of shares of Common Stock beneficially owned by TCG Holdings. Such individuals expressly disclaim any such beneficial ownership. Each of the TCG Holdings Managing Members is a citizen and resident of the United States.

     DBD Investors is the general partner of TCG Holdings II. TCG Holdings II is the general partner of TCG Investment Holdings. TCG Investment Holdings is the managing member of CP II Investment. David M. Rubenstein, William E. Conway, Jr. and Daniel A. D’Aniello are members of DBD Investors (collectively, the “DBD Investors Members”). In their capacity as members of DBD Investors, the DBD Investors Members may be deemed to share beneficial ownership of shares of Common Stock beneficially owned by DBD Investors. Such individuals expressly disclaim any such beneficial ownership. Each of the DBD Investors Members is a citizen and resident of the United States.

     Leslie L. Armitage, James A. Attwood, Jr., James A. Baker, III, Frank C. Carlucci, Peter J. Clare, William E. Conway, Jr., Daniel Cummings, Robert W. Dahl, Daniel A. D’Aniello, Richard G. Darman, Louis V. Gerstner, Jr., Robert E. Grady, John F. Harris, Allan M. Holt, Anthony Jansz, William Kennard, Michael B. Kim, Gregory S. Ledford, Jean-Pierre Millet, Jerome H. Powell, Bruce E. Rosenblum, David M. Rubenstein, Robert G. Stuckey, Claudius E. Watts, IV, Xiang-Dong Yang, Glenn A. Youngkin, Gregory M. Zeluck and Michael J. Zupon are executive officers of each of TC Group and TCG Holdings, and members of TCG Holdings (collectively, the “Carlyle Officers”). Each of the Carlyle Officers is a citizen and resident of the United States, except Anthony Jansz, who is citizen of Australia, and Jean-Pierre Millet, who is a citizen of France.

     The principal business address of each of the Reporting Persons and the Carlyle Officers is: c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220-South, Washington, DC 20004.

     During the last five (5) years, neither any of the Reporting Person nor, to the best knowledge of any of the Reporting Persons, any of the Carlyle Officers, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     This Amendment relates to the repurchase by the Company from the Reporting Persons of 141,704 shares of Preferred Stock, pursuant to the Repurchase Agreement in consideration for $324.67 per share of Preferred Stock. No funds of the Reporting Persons were used to effect the transactions contemplated by the Repurchase Agreement.

Item 4. Purpose of Transaction

     The Common Stock and Preferred Stock are held by the Reporting Persons for investment purposes. The transactions contemplated in the Repurchase Agreement were effected by the Reporting Persons for the purpose of monetizing the value of their investment in the shares of Preferred Stock sold pursuant to the Repurchase Agreement.

     All securities held by the Reporting Persons are held by the Reporting Persons for investment purposes. Subject to the terms of the New Stockholders Agreement (as defined below), each Reporting Person may acquire from time to time additional securities (including shares of Common Stock) of the Company in the open market or in privately negotiated transactions, by exchange offer or

Page 16 of 67

otherwise. Subject to the terms of the New Stockholders Agreement, each Reporting Person may, from time to time, retain or sell all or a portion of its holdings of the securities of the Company in the open market, pursuant to a registered public offering or in privately negotiated transactions, including, by way of distribution or some or all of the securities to its partners or members, as applicable, and the conversion of Preferred Stock into Common Stock. Each Reporting Person may also have discussions with management regarding methods of increasing sales, cash flow and profitability. Any actions that any Reporting Person might undertake will be dependent upon such Reporting Person’s review of numerous factors, including, among other things, the availability of securities of the Company (including Common Stock) for purchase and the price levels of such shares; trading prices of Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business operations and prospects; the relative attractiveness of alternative business and investment opportunities; the actions of the management and the Board of Directors of the Company; and other future developments.

Item 5. Interest and Securities of the Issuer.

     (a) The Reporting Persons collectively are deemed to beneficially own an aggregate amount of 3,191,378 shares of Common Stock (including 99,765 shares of Common Stock issuable upon conversion of 2,993 shares of Preferred Stock), representing approximately 23.5% of the total issued and outstanding Common Stock, based upon 13,568,000 total shares of Common Stock issued and outstanding as of September 30, 2003 (excluding shares of Common Stock issuable upon conversion of shares of Preferred Stock repurchased by the Company pursuant to the Repurchase Agreement). The beneficial ownership of each Reporting Person is as follows:

					Common Stock		Total
					Issuable upon		Common Stock
	Common		Preferred		Conversion of		Beneficially		Beneficial
Reporting Person	Stock		Stock		Preferred Stock		Owned		Percentage
Carlyle Partners II, L.P.		1,419,493		1,376		45,866		1,465,359		10.8	%
Carlyle SBC Partners II, L.P.		102,212		99		3,300		105,512		0.8	%
Carlyle International Partners II, L.P.		933,764		905		30,166		963,930		7.1	%
Carlyle International Partners III, L.P.		119,082		115		3,833		122,915		0.9	%
C/S International Partners, L.P.		424,545		411		13,700		438,245		3.2	%
Carlyle-GTSD Partners II, L.P.		66,500		64		2,133		68,633		0.5	%
CP II Investment Holdings, L.L.C		22,541		22		733		23,274		0.2	%
TC Group Investment Holdings, L.P.		22,541		22		733		23,274		0.2	%
TCG Holdings II, L.P.		22,541		22		733		23,274		0.2	%
DBD Investors V, L.L.C		22,541		22		733		23,274		0.2	%
TC Group II, L.L.C		2,999,096		2,906		96,865		3,095,961		22.8	%
TC Group, L.L.C		3,069,072		2,971		99,032		3,168,104		23.3	%
TCG Holdings, L.L.C		3,069,072		2,971		99,032		3,168,104		23.3	%

     (b) See the information contained on the cover pages to this Amendment, which is incorporated herein by reference.

     (c) The transactions described in Item 4 above are the only transactions effected during the last 60 days by the Reporting Persons.

     (d) Not Applicable.

     (e) Not Applicable.

Page 17 of 67

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Certain Reporting Persons and the Company are parties to (i) a Stock Purchase Agreement, dated as of January 24, 1995 and included as Exhibit 2 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference, (ii) a Stockholders Agreement, dated as of January 24, 1995 (the “Old Stockholders Agreement”) and included as Exhibit 3 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference, (iii) a Registration Rights Agreement, dated as of January 24, 1995 and included as Exhibit 4 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference, and (iv) an Escrow Agreement, dated as of January 24, 1995 and included as Exhibit 6 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference.

     On December 16, 2003, (a) certain Reporting Persons, the Company and the other parties to the Old Stockholders Agreement entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Old Stockholders Agreement was terminated and (b) certain Reporting Persons and the Company entered into a new Stockholders Agreement (the “New Stockholders Agreement”). The New Stockholders Agreement provides, among other things, that: (i) subject to certain obligations and limitations, the Company will use its best efforts to nominate for election to the Board of Directors of the Company one (1) individual designated by certain of the Reporting Persons so long as the Reporting Persons and their affiliates collectively hold at least 15% of the outstanding voting securities of the Company, (ii) the Reporting Persons will be entitled to designate two (2) individuals that will be entitled to attend and observe all meetings of the Board of Directors of the Company so long as the Reporting Persons and their affiliates collectively hold at least 5% of the outstanding voting securities of the Company, (iii) the Reporting Persons will have certain review and access rights with respect to the Company and its management, (iv) the Reporting Persons agree to vote all shares of Common Stock and Preferred Stock held by the Reporting Persons in favor of amending Article III(b) of the Certificate of Designations of the Preferred Stock so that that the right of holders of Preferred Stock to elect a majority of members of the Board of Directors of the Company will terminate upon the effectiveness of such vote or consent, and (v) the Reporting Persons waive their rights as holders of a majority of the outstanding shares of Preferred Stock to elect a majority of the Board of Directors pursuant to Article III(b) of the Certificate of Designations of the Preferred Stock. The New Stockholders Agreement also (a) provides for the grant by the Reporting Persons to the Company of an option (the “Option”) to purchase all of the remaining shares of Preferred Stock held by the Reporting Persons for a per share purchase price (the “Per Share Purchase Price”) equal to the greater of (i) $324.67 per share of Preferred Stock plus all accrued dividends and (ii) the highest price per share, excluding accrued dividends, paid by the Company to any holder of Preferred Stock not a party to the New Stockholders Agreement plus all accrued dividends, and (b) requires the Company to purchase on September 29, 2005 all shares of Preferred Stock then held by the Reporting Persons at the Per Share Purchase Price in the event that the Option has not been exercised for all shares of Preferred Stock held by the Reporting Persons before September 29, 2005 and to purchase shares of Preferred Stock held by the Reporting Persons prior to September 29, 2005 to the extent that the Company purchases shares of Preferred Stock held by any holder that is not a party to the New Stockholders Agreement. The New Stockholders Agreement further provides that, until the earlier of October 1, 2005 and the date on which there are no outstanding shares of Preferred Stock, the Reporting Persons and their affiliates will not (a) purchase or otherwise acquire beneficial ownership of any voting securities of the Company to the extent that, after giving effect to such purchase or acquisition, the Reporting Persons and such acquiring entities would beneficially own more than 15% of the outstanding voting securities of the Company or (b) take such other actions, including initiating, soliciting or encouraging certain acquisition proposals concerning the Company or the solicitation of proxies to vote any voting securities of the Company. The foregoing summary is qualified in its entirety by reference to

Page 18 of 67

the copy of the Termination Agreement filed herewith as Exhibit 3 and incorporated herein by reference and the New Stockholders Agreement filed herewith as Exhibit 4 and incorporated herein by reference.

     Except as described in Items 3 and 4, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with any person with respect to any securities of the Company.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement, dated December 24, 2003
Exhibit 2: Share Repurchase Agreement, dated December 16, 2003
Exhibit 3: Termination Agreement, dated December 16, 2003
Exhibit 4: Stockholders Agreement, dated December 16, 2003

Page 19 of 67

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 24, 2003
	Carlyle Partners II, L.P.
	By:	TC Group II, L.L.C., its general partner
	By:	TC Group, L.L.C., its managing member
	By:	TCG Holdings, L.L.C., its managing member
	By:	/s/ Daniel A. D’Aniello
		Name: Daniel A. D’Aniello
		Title: Managing Director
	Carlyle SBC Partners II, L.P.
	By:	TC Group II, L.L.C., its general partner
	By:	TC Group, L.L.C., its managing member
	By:	TCG Holdings, L.L.C., its managing member
	By:	/s/ Daniel A. D’Aniello
		Name: Daniel A. D’Aniello
		Title: Managing Director
	Carlyle International Partners II, L.P.
	By:	TC Group II, L.L.C., its general partner
	By:	TC Group, L.L.C., its managing member
	By:	TCG Holdings, L.L.C., its managing member
	By:	/s/ Daniel A. D’Aniello
		Name: Daniel A. D’Aniello
		Title: Managing Director
	Carlyle International Partners III, L.P.
	By:	TC Group II, L.L.C., its general partner
	By:	TC Group, L.L.C., its managing member
	By:	TCG Holdings, L.L.C., its managing member
	By:	/s/ Daniel A. D’Aniello
		Name: Daniel A. D’Aniello
		Title: Managing Director

Page 20 of 67

C/S International Partners, L.P.
By:	TC Group II, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
Carlyle-GTSD Partners II, L.P.
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TC Group, L.L.C.
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TC Group II, L.L.C.
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TCG Holdings, L.L.C.
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director

Page 21 of 67

CP II Investment Holdings, L.L.C.
By:	TC Group Investment Holdings, L.P., its managing member
By:	TCG Holdings II, L.P., its general partner
By:	DBD Investors V, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TC Group Investment Holdings, L.P.,
By:	TCG Holdings II, L.P., its general partner
By:	DBD Investors V, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TCG Holdings II, L.P.
By:	DBD Investors V, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
DBD Investors V, L.L.C.
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director

Page 22 of 67 EX-1 3 w92811exv1.htm EXHIBIT 1

EXHIBIT 1

JOINT FILING AGREEMENT

December 24, 2003

     In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Duratek, Inc., a Delaware corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing.

     This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Page 23 of 67

     IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

Carlyle Partners II, L.P.
By:	TC Group II, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
Carlyle SBC Partners II, L.P.
By:	TC Group II, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
Carlyle International Partners II, L.P.
By:	TC Group II, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
Carlyle International Partners III, L.P.
By:	TC Group II, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director

Page 24 of 67

C/S International Partners, L.P.
By:	TC Group II, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
Carlyle-GTSD Partners II, L.P.
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TC Group, L.L.C.
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TC Group II, L.L.C.
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TCG Holdings, L.L.C.
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director

Page 25 of 67

CP II Investment Holdings, L.L.C.
By:	TC Group Investment Holdings, L.P., its managing member
By:	TCG Holdings II, L.P., its general partner
By:	DBD Investors V, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TC Group Investment Holdings, L.P.,
By:	TCG Holdings II, L.P., its general partner
By:	DBD Investors V, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
TCG Holdings II, L.P.
By:	DBD Investors V, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director
DBD Investors V, L.L.C.
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director

Page 26 of 67 EX-2 4 w92811exv2.htm EXHIBIT 2

EXHIBIT 2

Execution Copy

SHARE REPURCHASE AGREEMENT

     THIS SHARE REPURCHASE AGREEMENT, dated as of December 16, 2003 (this “Agreement”), is made by and between Duratek, Inc., a Delaware corporation (the “Company”), and the several holders of the Company’s 8% Cumulative Convertible Redeemable Preferred Stock, par value $.01 per share (the “Convertible Preferred Stock”), named in the attached Schedule I (each individually, a “Seller” and collectively, the “Sellers”).

RECITALS

     WHEREAS, the Sellers are the owners of 154,470 shares of the Convertible Preferred Stock; and

     WHEREAS, the Sellers desire to sell to Company, and the Company desires to repurchase from each of the Sellers, the number of shares of Convertible Preferred Stock set forth opposite the name of each Seller on Schedule I attached hereto.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Definitions. The following terms shall have the following meanings for the purposes of this Agreement:

     “Accrued Dividends” means all of the accrued but unpaid dividends on each share of Convertible Preferred Stock (whether or not declared) up to and including the Closing Date.

     “Affiliate” means, with respect to any specified Person, (1) any other Person which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person, and (2) any relative or spouse of the specified Person or any of the Persons contemplated in this definition; provided, however, that for purposes of this Agreement none of the Sellers shall be deemed an Affiliate of the Company and the Company shall not be deemed an Affiliate of the Sellers.

     “Aggregate Purchase Price” means, with respect to each Seller, the Per Share Purchase Price multiplied by the number of shares of Convertible Preferred Stock to be repurchased from each Seller, as set forth on Schedule I hereto.

     “Business Day” means any day of the year other than (i) any Saturday or Sunday or (ii) any other day on which commercial banks located in the State of Maryland are generally closed for business.

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     “Control” or “control” means the possession, directly or indirectly, alone or with others, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; and “controlling” and “controlled” have meanings correlative thereto.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Financial Advisor Opinion” means an opinion from the independent financial advisor to the Company confirming that the consideration being paid in connection with the transactions contemplated by this Agreement is fair from a financial point of view to the Company.

     “Financing Letters” means the letters dated November 5, 2003 attached hereto as Exhibit A.

     “Governmental Entity” means a court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency.

     “Law” means any law, statute, ordinance, rule, regulation, order, writ, judgment, injunction or decree of any Governmental Entity.

     “Lien” means any mortgage, lien, charge, encumbrance, pledge, security interest, option, claim, proxy, or right or adverse claim of any third party.

     “Majority Sellers” means the Sellers holding a majority of the shares of Convertible Preferred Stock to be purchased pursuant to this Agreement.

     “Per Share Purchase Price” means $324.67 per share of Convertible Preferred Stock plus Accrued Dividends.

     “Person” means any individual, corporation, proprietorship, firm, partnership, limited liability company, limited partnership, trust, association or other entity, including a government or government department, agency or instrumentality.

     “Related Agreements” means the Stockholders Agreement and each other agreement, document or instrument to be executed by the parties as contemplated hereby.

     “Subsidiary” means any Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by any party.

     “Termination Date” means December 31, 2003.

     Section 1.2 Other Interpretive Provisions.

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     (a) Except as otherwise specified herein, all references herein (i) to any Person shall be deemed to include such Person’s successors and permitted assigns and (ii) to any applicable law defined or referred to herein shall be deemed references to such applicable law or any successor applicable law as the same may have been or may be amended or supplemented from time to time.

     (b) When used in this Agreement, the words “herein”, “hereof” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any provision of this Agreement, and the words “Article”, “Section,” “Exhibit” and “Schedule” shall refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless otherwise specified.

     (c) Whenever the context so requires, the neuter gender includes the masculine or feminine, the masculine gender includes the feminine, and the singular number includes the plural, and vice versa.

     (d) Any item or list of items set forth following the word “including”, “include” or “includes” is set forth only for the purpose of indicating that, regardless of whatever other items are in the category in which such item or items are “included”, such item or items are in such category, and shall not be construed as indicating that the items in the category in which such item or items are “included” are limited to such items or to items similar to such items.

     (e) Captions to Articles, Sections and subsections of, and Exhibits and Schedules to, this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or in any way affect the meaning or construction of any provision of this Agreement.

ARTICLE II
REPURCHASE AND SALE

     Section 2.1 Repurchase and Sale. Subject to the terms and conditions of this Agreement, including, but not limited to, the satisfaction or waiver of the conditions to Closing set forth in Article V, the Company agrees to repurchase from each Seller, and each Seller agrees to sell to the Company, the number of shares of Convertible Preferred Stock set forth opposite the name of each such Seller on Schedule I hereto under the caption “Number of Shares to be Repurchased”, for the Per Share Purchase Price. The Aggregate Purchase Price for each Seller shall be payable at the Closing by wire transfer of immediately available funds to an account specified by each Seller at least two (2) Business Days prior to the Closing Date. From and after the Sellers’ receipt of the Per Share Purchase Price, all of the rights and preferences of such share of Convertible Preferred Stock so repurchased shall cease and such share of Convertible Preferred Stock shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.

     Section 2.2 Closing. The closing (the “Closing”) of the repurchase and sale of the shares of Convertible Preferred Stock to be repurchased hereunder shall take place at the offices of Hogan & Hartson L.L.P., 111 S. Calvert Street, Suite 1600, Baltimore, Maryland 21202, on the date hereof. The date on which the Closing occurs shall be referred to herein as

Page 29 of 67

the “Closing Date”.

     Section 2.3 Closing Deliveries. At the Closing:

     (a) the Company shall deliver to each Seller the Aggregate Purchase Price for the shares of Convertible Preferred Stock to be repurchased from each such Seller;

     (b) each Seller shall have delivered to the Company the certificate(s) representing the shares of Convertible Preferred Stock to be repurchased hereunder, each such certificate to be duly and validly endorsed in favor of the Company or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; and

     (c) each party shall have delivered to the other parties, as applicable, the Related Agreements.

ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS

     Each Seller, severally and not jointly, represents and warrants to the Company, as of the date of this Agreement and as of the Closing Date (as if such representations and warranties were remade on such dates), as to such Seller only, as follows:

     Section 3.1 Authorization; No Breach. The execution, delivery and performance of this Agreement and each Related Agreement to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and properly authorized by such Seller by all necessary action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller. The execution, delivery and performance by such Seller of this Agreement and each Related Agreement to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not, conflict with, violate or result in a default under or breach of, (i) such Seller’s organizational documents, (ii) any Law applicable to such Seller or (iii) any material agreement to which such Seller is subject.

     Section 3.2 Consents; Governmental Approvals. No consent or approval of any Person, and no consent, license, approval or authorization of, or registration, filing or declaration with, any Governmental Entity is required to be obtained or made by or on behalf of such Seller in connection with (i) the execution, delivery or performance of this Agreement and each Related Agreement to which such Seller is a party, (ii) the sale of the shares of Convertible Preferred Stock by such Seller provided hereunder, or (iii) the consummation by such Seller of the transactions contemplated hereby or thereby, except for (A) any such consents, approvals, licenses, authorizations, registrations, filings or declarations that have been duly made or obtained and (B) any pre-Closing or post-Closing filings that may be required to be made under the Exchange Act.

     Section 3.3 Binding Effect. This Agreement and each Related Agreement to which such Seller is a party is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with, and subject to the terms and conditions hereof and

Page 30 of 67

thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or limitations on the availability of equitable remedies.

     Section 3.4 Ownership of Convertible Preferred Stock. Such Seller is the true and lawful record owner of, and has good and marketable title to, the number of shares of Convertible Preferred Stock set forth opposite its name on Schedule I hereto and at the Closing will deliver to the Company valid title to such shares of Convertible Preferred Stock free and clear of any and all Liens. None of the shares of Convertible Preferred Stock to be repurchased from such Seller by the Company hereunder is subject to any outstanding option, warrant, call or similar right of any other Person to acquire the same and none of such shares is subject to any restriction on the transfer thereof (other than any restrictions on transfer imposed by federal or state securities laws). After giving effect to the transactions contemplated hereby, such Seller will be the true and lawful record and beneficial owner of the number of shares of Convertible Preferred Stock set forth opposite its name on Schedule I hereto under the caption “Number of Shares Owned Post -Closing”.

     Section 3.5 Brokers. Neither such Seller nor any of its Affiliates has used any broker or finder in connection with the transactions contemplated hereby, and neither the Company nor any Affiliate of the Company (other than such Seller) has or shall have any liability or otherwise suffer or incur any liability as a result of or in connection with any brokerage or finder’s fee or other commission of any Person retained by such Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

     The Company represents and warrant to each Seller, as of the date of this Agreement and as of the Closing Date (as if such representations and warranties were remade on such date), as follows:

     Section 4.1 Authorization; No Breach. The execution, delivery and performance of this Agreement and each Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and properly authorized by the Company by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company. The execution, delivery and performance by the Company of this Agreement and each Related Agreement to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not, conflict with, violate or result in a default under or breach of, (i) the Company’s Certificate of Incorporation or Bylaws, (ii) any Law applicable to the Company or (iii) any material agreement to which the Company is subject.

     Section 4.2 Consents; Governmental Approvals. No consent or approval of any Person, and no consent, license, approval or authorization of, or registration, filing or declaration with, any Governmental Entity is required to be obtained or made by or on behalf of the Company in connection with (i) the execution, delivery or performance of this Agreement and each Related Agreement to which the Company is a party, (ii) the repurchase of the shares of

Page 31 of 67

Convertible Preferred Stock provided hereunder, or (iii) the consummation of the transactions contemplated hereby or thereby, except for (A) any such consents, approvals, licenses, authorizations, registrations, filings or declarations that have been duly made or obtained and (B) any pre-Closing or post-Closing filings that may be required to be made under the Exchange Act.

     Section 4.3 Binding Effect. This Agreement and each Related Agreement to which the Company is a party is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with, and subject to the terms and conditions hereof and thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or limitations on the availability of equitable remedies.

     Section 4.4 Brokers. Except for Legg Mason Wood Walker Incorporated and Bengur Bryan & Co., Inc., who have been engaged by the Company as its financial advisors for the transactions contemplated hereby and whose fees will be paid by the Company, neither the Company nor any of its Affiliates has used any broker or finder in connection with the transaction contemplated hereby, and neither the Sellers nor any of their Affiliates has or shall have any liability or otherwise suffer or incur any liability as a result of or in connection with any brokerage or finder’s fee or other commission of any Person retained by any of the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement.

ARTICLE V
CONDITIONS TO CLOSING

     Section 5.1 Conditions to Obligations of Each Party. The obligations of each party to consummate the Closing are subject to the satisfaction of the following conditions:

     (a) No provision of any applicable Law shall prohibit the consummation of the Closing.

     (b) No material proceeding challenging this Agreement, any Related Agreement or any of the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any Governmental Entity and be pending, which in the reasonable judgment of any party, may reasonably be expected to cause such party or any of its Affiliates, to incur or suffer any loss, claim, damage, cost, liability or expense (or action, suit or proceeding in respect thereof), including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding.

     (c) The Stockholders Agreement, dated as of January 24, 1995, by and among the Company, the Sellers named therein, and National Patent Development Corporation (the “Prior Stockholders Agreement”) shall have been terminated.

     (d) The Company and the Sellers (other than Soros Capital Offshore Partners LDC) shall have entered into a new Stockholders Agreement, dated the date hereof, in the form of Exhibit B attached hereto (the “Stockholders Agreement”).

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     Section 5.2 Conditions to Obligations of Each Seller. The obligations of each Seller to consummate the Closing are subject to the satisfaction of the following conditions, any or all of which may be waived by the Majority Sellers:

     (a) the representations and warranties of the Company set forth herein shall be true and correct in all material respects as of the Closing Date and the Company shall have delivered to the Sellers at Closing a certificate signed by a duly elected and acting officer of the Company confirming the same in writing.

     Section 5.3 Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing are subject to the satisfaction of the following conditions, any or all of which may be waived by the Company:

     (a) the representations and warranties of each Seller set forth herein shall be true and correct in all material respects as of the Closing Date and each Seller shall have delivered to the Company at the Closing a certificate signed by a duly elected and acting officer or authorized Person of each Seller confirming the same in writing;

     (b) the Company’s Board of Directors shall have received the Financial Advisor Opinion and shall have approved the transactions provided for herein;

     (c) the Company shall have entered into a new senior credit facility with Credit Lyonnais New York Branch and certain other lenders, and consummated the transactions contemplated thereby, the proceeds of which senior credit facility shall be used to pay the Aggregate Purchase Price to each Seller; and

     (d) the Company shall have obtained any consents required pursuant to the terms of any material agreements or instruments to which it is a party, in each case in form and substance reasonably acceptable to the Company.

ARTICLE VI
COVENANTS

     Section 6.1 Efforts and Actions to Cause the Consummation of the Transactions.

     (a) Prior to the Closing, each of the parties shall use its respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable Laws), to consummate the Closing as promptly as practicable including, without limitation, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to satisfy those conditions to such parties’ obligation to close which are within the control of such party. Further, the parties shall not knowingly take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing not being satisfied, or would

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make any representation or warranty contained herein inaccurate in any material respect at, or as of any time prior to, the Closing, or that would materially impair the ability of the parties to consummate the Closing in accordance with the terms hereof or materially delay such consummation; provided that in no event shall the Company be required to pay costs and expenses in connection with arranging any financing in connection with the transactions contemplated hereby (or any alternative financing) in excess of the costs and expenses contemplated by the Financing Letters or agree to financing terms that differ in a manner adverse to the Company from those contemplated by the Financing Letters.

     (b) Prior to the Closing, each party promptly shall consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. If any party hereto or any of their respective Affiliates receives a request for additional information or documentary material from any such Person with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

     Section 6.2 Post-Closing Cooperation. In case at any time after the Closing any further action is reasonably necessary, proper or advisable to carry out the purposes of this Agreement, as soon as reasonably practicable, each party hereto shall take, or cause its proper officers, members or authorized Persons to take, all such reasonably necessary, proper or advisable actions.

ARTICLE VII
TERMINATION

     Section 7.1 Termination. Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

     (a) by mutual written consent of the Company and the Majority Sellers;

     (b) by the Company if any of the conditions set forth in Section 5.1 or Section 5.3 shall have become incapable of fulfillment, and shall not have been waived by the Company;

     (c) by the Majority Sellers, if any of the conditions set forth in Section 5.1 or Section 5.2 shall have become incapable of fulfillment, and shall not have been waived by the Majority Sellers; or

     (d) by either the Company or the Majority Sellers on or after the Termination Date (as it may be extended by written agreement of the parties hereto), if the Closing shall not have occurred prior to such date;

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provided that, the party seeking termination pursuant to clauses (b), (c) or (d) is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

     Section 7.2 Notice of Termination. In the event of termination by any of the parties pursuant to this Article VII, written notice thereof shall forthwith be given to the other party or parties and the transactions contemplated by this Agreement shall be terminated, without further action by any party.

     Section 7.3 Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Article VII, this Agreement shall become void and of no further force and effect. Nothing in this Article VII shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

ARTICLE VIII
MISCELLANEOUS

     Section 8.1 Expenses. At the Closing, the Company shall reimburse each Seller for all expenses incurred prior to the date hereof for which such Seller is entitled to reimbursement but which have not been reimbursed, provided that each such Seller entitled to reimbursement shall have submitted to the Company appropriate supporting documentation for such reimbursement. The Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement or the transfer of the shares of Convertible Preferred Stock. Except as set forth in this Section 8.1, each party shall pay its own expenses in connection with this Agreement and the transaction contemplated hereby, including without limitation legal fees and expenses.

     Section 8.2 Amendment. This Agreement may be amended, modified or supplemented but only in a writing signed by the Company and the Majority Sellers.

     Section 8.3 Notices. Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing, shall be sent by facsimile transmission (with a hard copy to follow by overnight delivery) or overnight delivery and shall be deemed to have been given, when received or when receipt is refused:

(a) If to the Company, addressed as follows:

Duratek, Inc.

10100 Old Columbia Road

Columbia, Maryland 21046

Attention: Robert F. Shawver

Facsimile No.: (410) 290-9112

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

Hogan & Hartson L.L.P.

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111 S. Calvert Street, Suite 1600

Baltimore, Maryland 21202

Attention: Lawrence R. Seidman, Esquire

Facsimile No.: (410) 539-6981

(b) If to a Seller, addressed as follows:

T.C. Group, L.L.C.

1001 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

Attention: Daniel A. D’Aniello

Facsimile No.: (202) 347-1818

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

Latham & Watkins LLP

555 Eleventh Street, N.W.

Washington, D.C. 20004

Attention: Daniel T. Lennon, Esquire

Facsimile No.: (202) 637-2201

     or to such other individual or address as a party hereto may designate for itself by notice given as herein provided.

     Section 8.4 Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

     Section 8.5 Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.

     Section 8.6 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland without giving effect to the principles of conflicts of law thereof.

     Section 8.7 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective estates, heirs, legal representatives, successors and assigns; provided, however, that no assignment of any rights or obligations shall be made by any party hereto without the written consent of each other party hereto.

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     Section 8.8 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, to the extent provided herein, their respective estates, heirs, successors, Affiliates and their respective directors, officers, employees, agents and representatives, and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right.

     Section 8.9 Publicity. The parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and will not issue any press release or make any such public statement prior to such consultation; provided, however, that, in the case of any press release or public statement that may be required to be issued under any applicable Law or listing agreement with any securities exchange or market, a party shall be deemed to have satisfied its obligations under this Section 8.9 by using its reasonable best efforts (after giving due regard to all the relevant circumstances) to consult with the other parties hereto prior to issuing any such press release or public statement.

     Section 8.10 Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby.

     Section 8.11 Remedies. In the event of a breach by any Seller of its obligations hereunder with respect to the sale of the shares of Convertible Preferred Stock, the Company shall have the right to seek specific performance of such Seller’s obligations hereunder, in addition to any right provided to it by law.

     Section 8.12 Entire Understanding. This Agreement sets forth the entire agreement and understanding of the parties hereto and supersedes any and all prior correspondence, agreements, arrangements and understandings among the parties.

     Section 8.13 Jurisdiction of Disputes; Waiver of Jury Trial. In the event any party to this Agreement commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any related agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or other legal action in a court of competent jurisdiction located within the State of Maryland, whether a state or federal court; (b) agree that in the event of any such litigation, proceeding or action, such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section and to service of process upon them in accordance with the rules and statutes governing service of process (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in the State of Maryland); and (c) agree to waive to the full extent permitted by law any objection that they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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[Signature Page Follows]

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

DURATEK, INC
By:	/S/ Robert F. Shawver
Name: Robert F. Shawver
Title: Executive Vice President and             Chief Financial Officer
CARLYLE PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director
CARLYLE INTERNATIONAL PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director

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CARLYLE INTERNATIONAL PARTNERS III, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
C/S INTERNATIONAL PARTNERS
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CARLYLE SBC PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director

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CARLYLE-GTSD PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
TC GROUP, L.L.C.
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CP II INVESTMENT HOLDINGS, L.L.C.
By: TC Group Investment Holdings LP, its Managing Member By: TCG Holdings II LP, its General Partner By: DBD Investors V, L.L.C
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director

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CRAYFISH HOLDINGS, LDC
By: Carlyle Partners II, L.P., its Attorney-in-Fact By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
SOROS CAPITAL OFFSHORE PARTNERS LDC
By:	/s/ Richard D. Holahan, Jr.
Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact

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Schedule I
to
Share Repurchase Agreement

					Number of Shares
	Number of Shares Owned		Number of Shares to		Owned
Name of Entity	Pre-Closing		be Repurchased		Post-Closing
Carlyle Partners II, L.P.		66,474		65,098		1,376
Carlyle SBC Partners II, L.P.		4,787		4,688		99
Carlyle International Partners II, L.P.		43,727		42,822		905
Carlyle International Partners III, L.P.		5,577		5,462		115
C/S International Partners		19,881		19,470		411
TC Group, L.L.C.		66		65		1
CP II Investment Holdings, L.L.C.		1,071		1,049		22
Carlyle-GTSD Partners II, L.P.		3,114		3,050		64
Crayfish Holdings Corporation		465		455		10
Soros Capital Offshore Partners LDC		9,308		9,308		0
TOTALS		154,470		151,467		3,003

Page 43 of 67 EX-3 5 w92811exv3.htm EXHIBIT 3

EXHIBIT 3

TERMINATION AGREEMENT

     This Termination Agreement (this “Termination Agreement”) is made as of this 16th day of December, 2003, among Duratek, Inc., a Delaware corporation (formerly “GTS Duratek, Inc.”) (the “Company”), and the other parties listed on the signature pages hereto (the “Stockholders”).

     WHEREAS, the Company and the Stockholders are parties to that certain Stockholders Agreement dated as of January 24, 1995 (the “Stockholders Agreement”); and

     WHEREAS, the parties desire to terminate the Stockholders Agreement by mutual consent pursuant to Section 6.4 of the Stockholders Agreement.

     NOW, THEREFORE, in consideration of the premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto agree as follows:

          1. Capitalized Terms. Except as otherwise defined or modified herein, all capitalized terms used in this Termination Agreement shall have the meanings set forth in the Stockholders Agreement.

          2. Termination of Agreement. Effective immediately upon execution of this Termination Agreement, the Stockholders Agreement is hereby terminated by mutual consent pursuant to Section 6.4 thereof.

          3. Amendments. This Termination Agreement can be modified or amended only by a writing signed by the parties hereto.

          4. Governing Law. The parties agree that this Termination Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any laws thereof which would direct application of law of another jurisdiction.

          5. Representations and Warranties. Each of the parties hereto represents and warrants to the other that (a) it has all requisite power and authority to enter into this Termination Agreement and (b) this Termination Agreement constitutes the legal, valid and binding obligation of such party and (assuming that this Termination Agreement is the valid, binding and enforceable obligation of each other party) is enforceable against it in accordance with its terms.

          6. Counterparts. This Termination Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, with the same effect as if each party had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

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          7. Entire Agreement. This Termination Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect thereto. This Termination Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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          IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first above written.

DURATEK, INC.
By:	/s/ Robert F. Shawver
Name: Robert F. Shawver Title: Executive Vice President and            Chief Financial Officer
CARLYLE PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CARLYLE INTERNATIONAL PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director

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CARLYLE INTERNATIONAL PARTNERS III, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
C/S INTERNATIONAL PARTNERS
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CARLYLE SBC PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CARLYLE-GTSD PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director

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TC GROUP, L.L.C.
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CP II INVESTMENT HOLDINGS, L.L.C
By: TC Group Investment Holdings LP, its Managing Member By: TC Holdings II LP, its General Partner By: DBD Investors V, L.L.C.
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
CRAYFISH HOLDINGS, LDC
By: Carlyle Partners II, L.P., its Attorney-in-Fact By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello Title: Managing Director
GP STRATEGIES CORPORATION (formerly National Patent Development Corporation)
By:
Name: Title:

Page 48 of 67 EX-4 6 w92811exv4.htm EXHIBIT 4

EXHIBIT 4

Execution Copy

STOCKHOLDERS AGREEMENT

          THIS STOCKHOLDERS AGREEMENT, dated as of December 16, 2003 (this “Agreement”), is made by and between Duratek, Inc., a Delaware corporation (the “Company”), and the several holders of the Company’s 8% Cumulative Convertible Redeemable Preferred Stock, par value $.01 per share (the “Convertible Preferred Stock”), named in the attached Schedule I (each individually, a “Stockholder” and collectively, the “Stockholders”).

RECITALS

     WHEREAS, simultaneously with entering into this Agreement, the Company and the Stockholders are entering into a Share Repurchase Agreement (the “Repurchase Agreement”) pursuant to which the Company is repurchasing from the Stockholders and one other stockholder an aggregate of 151,467 shares of Convertible Preferred Stock (the “Repurchase Transaction”).

     WHEREAS, immediately following the Repurchase Transaction, each Stockholder is the record and beneficial owner of the number of shares of Convertible Preferred Stock set forth opposite such Stockholder’s name on Schedule I hereto; and

     WHEREAS, as an inducement and a condition to entering into the Repurchase Agreement, the parties are entering into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Definitions. The following terms shall have the following meanings for the purposes of this Agreement:

     “Accrued Dividends” means all of the accrued but unpaid dividends on each share of Convertible Preferred Stock (whether or not declared) up to and including the date of repurchase of such share of Convertible Preferred Stock by the Company.

     “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, (i) a merger or other business combination involving the Company, (ii) the acquisition of Voting Securities if, as a result thereof, the Person offering or proposing to acquire such Voting Securities, together with its Affiliates, would Beneficially Own in the aggregate more than 15% of the outstanding Voting Securities, or (iii) the acquisition, in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries taken as a whole.

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     “Affiliate” means, with respect to any specified Person, (1) any other Person which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person, and (2) any relative or spouse of the specified Person or any of the Persons contemplated in this definition; provided, however, that for purposes of this Agreement none of the Stockholders shall be deemed an Affiliate of the Company and the Company shall not be deemed an Affiliate of the Stockholders.

     “Aggregate Purchase Price” means, with respect to each Stockholder, the Per Share Purchase Price multiplied by the number of shares of Convertible Preferred Stock to be repurchased from each Stockholder pursuant to the terms hereof.

     “Beneficial Ownership” and “Beneficially Own” shall be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act.

     “Business Day” means any day of the year other than (i) any Saturday or Sunday or (ii) any other day on which commercial banks located in the State of Maryland are generally closed for business.

     “Carlyle Stockholders” means each Stockholder that is an Affiliate of TC Group, L.L.C., TC Group II, L.L.C., TCG Holdings, L.L.C, TC Group Investment Holdings LP or TCG Holdings II LP.

     “Certificate of Designations” means the Certificate of Designations of the Convertible Preferred Stock, as amended from time to time.

     “Common Stock” means the Company’s common stock, par value $.01 per share.

     “Control” or “control” means the possession, directly or indirectly, alone or with others, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; and “controlling” and “controlled” have meanings correlative thereto.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Governmental Entity” means a court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency.

     “Investment Fund Affiliate” means any investment fund, partnership, limited liability company or similar investment vehicle (i) of which TC Group, L.L.C., one of its subsidiaries or any other Person controlling TC Group, L.L.C. or under common control with TC Group, L.L.C. is a general partner, managing member or acting in a similar capacity or (ii) which is otherwise an Affiliate of any of the Carlyle Stockholders.

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     “Law” means any law, statute, ordinance, rule, regulation, order, writ, judgment, injunction or decree of any Governmental Entity.

     “Lien” means any mortgage, lien, charge, encumbrance, restriction, pledge, security interest, option, lease or sublease, claim, proxy, or right or adverse claim of any third party.

     “Majority Carlyle Stockholders” means the Carlyle Stockholders holding a majority of the Voting Securities of the Company held by all Carlyle Stockholders.

     “Majority Stockholders” means the Stockholders holding a majority of the Voting Securities of the Company held by all Stockholders subject to this Agreement.

     “Other Preferred Stockholders” means those Persons that own shares of Convertible Preferred Stock that are not a party to this Agreement.

     “Per Share Purchase Price” means the greater of (i) $324.67 per share of Convertible Preferred Stock and (ii) the highest price per share, excluding Accrued Dividends, paid by the Company to any holder of Convertible Preferred Stock not a party hereto to repurchase such share of Convertible Preferred Stock, plus in each case Accrued Dividends.

     “Person” means any individual, corporation, proprietorship, firm, partnership, limited liability company, limited partnership, trust, association or other entity, including a government or government department, agency or instrumentality.

     “Stockholder” means each Person named in the attached Schedule I and each Permitted Transferee to which such Person has Transferred any Voting Securities.

     “Subsequent Closing Date” means September 29, 2005.

     “Subsidiary” means any Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by any party.

     “Transfer” means any sale, assignment, gift, mortgage, pledge, exchange, disposition, or transfer, directly or indirectly, including pursuant to judicial order, legal process, execution, attachment or enforcement of a Lien or through grants of options or otherwise.

     “Voting Securities” means the Common Stock, the Convertible Preferred Stock and all other securities of the Company entitled, in the ordinary course, to vote in the election of directors of the Company.

     Section 1.2 Other Interpretive Provisions.

     (a) Except as otherwise specified herein, all references herein (i) to any Person shall be deemed to include such Person’s successors and permitted assigns and (ii) to any applicable law defined or referred to herein shall be deemed references to such applicable law or

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any successor applicable law as the same may have been or may be amended or supplemented from time to time.

     (b) When used in this Agreement, the words “herein”, “hereof” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any provision of this Agreement, and the words “Article”, “Section,” “Exhibit” and “Schedule” shall refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless otherwise specified.

     (c) Whenever the context so requires, the neuter gender includes the masculine or feminine, the masculine gender includes the feminine, and the singular number includes the plural, and vice versa.

     (d) Any item or list of items set forth following the word “including”, “include” or “includes” is set forth only for the purpose of indicating that, regardless of whatever other items are in the category in which such item or items are “included”, such item or items are in such category, and shall not be construed as indicating that the items in the category in which such item or items are “included” are limited to such items or to items similar to such items.

     (e) Captions to Articles, Sections and subsections of, and Exhibits and Schedules to, this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or in any way affect the meaning or construction of any provision of this Agreement.

ARTICLE II
BOARD OF DIRECTORS

     Section 2.1 Board Representation The Company agrees that it shall use its best efforts, subject to (i) fiduciary duties under Delaware law, (ii) the applicable listing standards of Nasdaq or any other any securities exchange on which any of the Company’s securities are then traded or listed and (iii) any applicable Law, including without limitation the Delaware General Corporation Law and the Exchange Act, to cause one (1) individual designated by the Majority Carlyle Stockholders to be nominated to the Company’s Board of Directors, provided that such individual is reasonably acceptable to the Nominating Committee of the Company’s Board of Directors (or the Company’s Board of Directors if there is no such Nominating Committee). In the event of any vacancy on the Company’s Board of Directors occurring by reason of the death, resignation, removal or other termination of the director designated by the Majority Carlyle Stockholders pursuant to this Section 2.1, the Company agrees that it shall use its best efforts, subject to the limitations referred to in the prior sentence, to cause an individual designated by the Majority Carlyle Stockholders to be nominated to fill such vacancy. The Majority Carlyle Stockholders may waive the right contemplated by this Section 2.1 by giving written notice of such waiver to the Company’s Board of Directors. Unless waived in accordance with the previous sentence, the rights pursuant to this Section 2.1 shall continue so long as the Carlyle Stockholders Beneficially Own Voting Securities constituting in the aggregate at least fifteen percent (15%) of the outstanding Voting Securities of the Company (assuming conversion of all outstanding shares of Convertible Preferred Stock).

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The rights provided to the Carlyle Stockholders pursuant to this Section 2.1 may be assigned by the Carlyle Stockholders to any one or more of the Carlyle Stockholders.

     Section 2.2 Board Observation Right. The Company agrees that the Carlyle Stockholders shall be permitted to send two (2) representatives (the “Representatives”) to attend, as nonvoting observers, all meetings of the Company’s Board of Directors or committees thereof and, in this respect, the Company shall provide the Representatives copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that the Company reserves the right to exclude the Representatives from access to any material or meeting or portion thereof if the Company in good faith believes upon the advice of counsel that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege or (ii) comply with the listing standards of Nasdaq or any other securities exchange on which any of the Company’s securities are then listed or traded and any applicable Law, including without limitation the need to hold periodic executive sessions of the Company’s Board of Directors. The Majority Carlyle Stockholders may waive the rights contemplated by this Section 2.2 by giving written notice of such waiver to the Company’s Board of Directors. Unless waived in accordance with the previous sentence, the rights pursuant to this Section 2.2 shall continue so long as the Carlyle Stockholders Beneficially Own Voting Securities constituting in the aggregate at least five percent (5%) of the outstanding Voting Securities of the Company (assuming conversion of all outstanding shares of Convertible Preferred Stock). The rights provided to the Carlyle Stockholders pursuant to this Section 2.2 may be assigned by the Carlyle Stockholders to any one or more of the Carlyle Stockholders.

     Section 2.3 Review Rights. Upon the receipt of a written request, the Company and each of its Subsidiaries shall provide the Carlyle Stockholders with reasonable access to all Books and Records during regular business hours and allow the Carlyle Stockholders to make copies and abstracts thereof, and the Company and each of its Subsidiaries shall cause any of its respective Subsidiaries and Affiliates to do the same. The Carlyle Stockholders shall hold in confidence any information obtained in the course of such review and shall not use any such information to the detriment of the Company, its Subsidiaries or their respective Subsidiaries or Affiliates. The Carlyle Stockholders shall have the right to consult from time to time with management of the Company and each of its Subsidiaries and any of their respective Affiliates and Subsidiaries at their respective places of business regarding operating and financial matters. The rights contemplated by this Section 2.3 shall remain in effect by and among the Company and the Carlyle Stockholders so long as the Carlyle Stockholders Beneficially Own Voting Securities constituting in the aggregate at least five percent (5%) of the outstanding Voting Securities of the Company (assuming conversion of all outstanding shares of Convertible Preferred Stock). Unless earlier terminated pursuant to the previous sentence, rights contemplated by this Section 2.3 shall remain in effect with respect to each of the Company’s Subsidiaries, respectively, so long as the Company Beneficially Owns (directly or indirectly) shares of voting stock of such Subsidiary representing more than 50% of the votes entitled to be cast for members of the board of directors of such Subsidiary. For purposes of this Section 2.3, “Books and Records” shall mean, collectively, the books and records of the Company and each of its Subsidiaries and any of their respective Subsidiaries and Affiliates, including without limitation financial data (including projections) and operating data covering each of such entities, their businesses, operations and financial performance.

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ARTICLE III
AGREEMENT TO VOTE SECURITIES

     Section 3.1 Agreement to Vote the Voting Securities. Each Stockholder, in its capacity as such, hereby agrees that during the term of this Agreement, at any meeting of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, such Stockholder shall vote (or cause to be voted) the Voting Securities then owned or over which it has voting control at such time to amend the Certificate of Designations to eliminate paragraph (b) under Article III Voting Rights thereof so that the right of the holders of the Convertible Preferred Stock, voting as a separate class, to elect a majority of the members of the Company’s Board of Directors will terminate upon the effectiveness of such vote or consent. Each Stockholder hereby agrees that such Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be to violate the provisions and agreements contained in this Agreement, it being understood that any sale of shares of Common Stock by any Stockholder shall not constitute a breach of this Section 3.1.

     Section 3.2 Grant of Proxy. Each Stockholder hereby appoints the Company and any designee of the Company, each of them individually, such Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term hereof with respect to its Voting Securities in accordance with Section 3.1. This proxy is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder affirms that this proxy is coupled with an interest and shall be irrevocable. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

     Section 3.3 Other Proxies Revoked. Each Stockholder represents and warrants that any proxies heretofore given in respect of such Stockholder’s Voting Securities are not irrevocable, and that all such proxies have been or are hereby revoked.

     Section 3.4 Waiver of Right to Elect a Majority of the Board of Directors. The Stockholders, constituting the holders of a majority of the outstanding shares of Convertible Preferred Stock, hereby waive, pursuant to Article XI of the Certificate of Designations, the right to elect a majority of the Board of Directors of the Company pursuant to Article III(b) of the Certificate of Designations.

ARTICLE IV
TRANSFER RESTRICTIONS; COMPANY OPTION

     Section 4.1 Restriction on Transfer; Grant of Proxies; Waiver of Conversion Right. Subject to Section 4.6 below, no Stockholder shall (i) Transfer any shares of Convertible Preferred Stock or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer of any shares of Convertible Preferred Stock or any interest therein, except for permitted Transfers as provided in Section 4.2 or in accordance with Sections 4.3 or 4.4, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the shares of Convertible Preferred Stock into a voting trust or enter into a voting agreement with respect to any shares of Convertible Preferred Stock, or (iii) take any

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action that would have the effect of preventing or disabling such Stockholder from performing such Stockholder’s obligations under this Agreement. No Transfer of shares of Convertible Preferred Stock in violation of this Agreement shall be made or recorded on the books of the Company and any such Transfer shall be void and of no effect or that would otherwise be inconsistent with the purpose and intent of this Agreement. Subject to Section 4.6 below, each Stockholder hereby waives its right to convert any shares of Convertible Preferred Stock into Common Stock. Any attempted conversion of the Convertible Preferred Stock by the Stockholders in violation of the previous sentence shall be void and of no force and effect.

     Section 4.2 Permitted Transfers. A Stockholder shall be permitted to Transfer its shares of Convertible Preferred Stock to any Affiliate of such Stockholder. In connection with any Transfer under this Section 4.2 by a Stockholder, the transferee shall hold the shares of Convertible Preferred Stock subject to the same restrictions applicable to its transferor and, as a condition of such Transfer, shall agree in writing to be bound by the terms of this Agreement and to become a party to this Agreement as a “Stockholder”. Any transferee of shares of Convertible Preferred Stock permitted by this Section 4.2 that agrees in writing to be bound by the terms of this Agreement and to become a party to this Agreement as a “Stockholder” is referred to herein as a “Permitted Transferee”.

     Section 4.3 Company Option. Subject to Section 4.6, each of the Stockholders hereby grants an option to the Company (the “Company Option”) to purchase from such Stockholder all or any of the shares Convertible Preferred Stock owned or held by such Stockholder. In the case of a partial exercise of the Company Option, the number of shares of Convertible Preferred Stock to be purchased from each Stockholder shall be pro rata based on the number of shares of Convertible Preferred Stock then held by each Stockholder or by some other allocation method as the Stockholders may agree. The purchase price per share at which the Company Option may be exercised is the Per Share Purchase Price. To exercise the Company Option, the Company shall deliver a written notice (the “Company Option Notice”) to the Stockholders, stating the Company’s desire to exercise the Company Option and specifying the number of shares of Convertible Preferred Stock to be purchased. The closing (the “Company Option Closing”) for the Company Option shall occur at the Company’s principal office no later than ten (10) Business Days after the Company gives the Company Option Notice. At the Company Option Closing, the Company shall pay by wire transfer of immediately available funds to an account specified by each selling Stockholder an amount equal to the Aggregate Purchase Price for each selling Stockholder, and each selling Stockholder shall deliver to the Company the certificate(s) representing the shares of Convertible Preferred Stock to be purchased hereunder, each such certificate to be duly and validly endorsed in favor of the Company or accompanied by stock powers duly endorsed in blank. Notwithstanding the foregoing or anything herein to the contrary, the Company may not exercise the Company Option if and to the extent that (i) it would cause the Carlyle Stockholders to own less than a majority of the shares of Convertible Preferred Stock outstanding after giving effect to such purchase or (ii) it would violate or breach any applicable Law, including without limitation the Delaware General Corporation Law and the Exchange Act.

     Section 4.4 Company’s Obligation to Purchase. (a) The Company agrees to purchase from each Stockholder, and each Stockholder agrees to sell to the Company, from time to time, that number of shares of Convertible Preferred Stock as is equal to product of (x) the

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number of shares of Convertible Preferred Stock that the Company purchases from the Other Preferred Stockholders or that are converted by the Other Preferred Stockholders into shares of Common Stock and (y) a fraction, the numerator of which is the number of shares of Convertible Preferred Stock then held by such Stockholder and the denominator of which is the total number of shares of Convertible Preferred Stock then held by all Stockholders, in each case rounded as appropriate to address fractional shares. The purchase price per share at which the Company shall purchase the shares of Convertible Preferred Stock pursuant to this Section 4.4(a) shall be the Per Share Purchase Price. At the closing of the purchase and sale of shares of Convertible Preferred Stock contemplated by this Section 4.4(a), the Company shall pay by wire transfer of immediately available funds to an account specified by each selling Stockholder an amount equal to the Aggregate Purchase Price for each selling Stockholder, and each selling Stockholder shall deliver to the Company the certificate(s) representing the shares of Convertible Preferred Stock to be purchased from such Stockholder hereunder, each such certificate to be duly and validly endorsed in favor of the Company or accompanied by stock powers duly endorsed in blank. The closing of the purchase of the shares of Convertible Preferred Stock by the Company from the Stockholders shall take place at the Company’s principal offices within five (5) Business Days of the date that the Company purchases shares of Convertible Preferred Stock from the Other Preferred Stockholders or the date that the Other Preferred Stockholders have converted any of their shares of Convertible Preferred Stock into Common Stock. Notwithstanding the foregoing or anything herein to the contrary, the Company shall not be required to purchase shares of Convertible Preferred Stock from the Stockholders to the extent it would cause the Stockholders to own less than a majority of the shares of Convertible Preferred Stock outstanding.

     (b) The Company agrees to purchase from each Stockholder and each Stockholder agrees to sell to the Company, on the Subsequent Closing Date, all of the shares of Convertible Preferred Stock owned or held by such Stockholder. The purchase price per share at which the Company shall purchase the shares of Convertible Preferred Stock pursuant to this Section 4.4(b) shall be the Per Share Purchase Price. At the closing of the purchase and sale of shares of Convertible Preferred Stock contemplated by this Section 4.4(b), the Company shall pay by wire transfer of immediately available funds to an account specified by each selling Stockholder an amount equal to the Aggregate Purchase Price for each selling Stockholder, and each selling Stockholder shall deliver to the Company the certificate(s) representing the shares of Convertible Preferred Stock to be purchased hereunder, each such certificate to be duly and validly endorsed in favor of the Company or accompanied by stock powers duly endorsed in blank. The closing of the purchase of the shares of Convertible Preferred Stock by the Company from the Stockholders shall take place at the Company’s principal offices on the Subsequent Closing Date.

     Section 4.5 Non-Tender of Shares. Each Stockholder hereby agrees not to tender for acceptance by the Company any shares of Convertible Preferred Stock owned by such Stockholder if the Company initiates a tender offer for the outstanding shares of Convertible Preferred Stock. Each Stockholder agrees to permit the Company to publish and disclose in the tender offer documents, in any other filings with the Securities and Exchange Commission and in any other public statements required by applicable Law its identity and intent with respect to the shares of Convertible Preferred Stock and the nature of its commitments under this Agreement.

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     Section 4.6 Breach by Company of Purchase Obligations Pursuant to Section 4.4. In the event that the Company breaches its obligations under Section 4.4(a) hereof to purchase shares of Convertible Preferred Stock from the Stockholders pursuant to the terms of such section and such breach goes unremedied for 30 days following written notice of such breach by any or all of the Stockholders, then the provisions of this Agreement set forth in Sections 4.1 and 4.3 shall not apply until such time as the breach by the Company of Section 4.4(a) hereof is fully cured and the Company Option set forth in Section 4.3 shall terminate with respect to any shares of Convertible Preferred Stock Transferred during the period that Section 4.3 did not apply. In the event that the Company breaches its obligations under Section 4.4(b) hereof to purchase shares of Convertible Preferred Stock from the Stockholders pursuant to the terms of such section, then the provisions of this Agreement set forth in Sections 4.1 and 4.3 shall not apply and shall be of no further force and effect. All other obligations of the Stockholders under this Agreement, including without limitation Article III hereunder, shall remain in full force and effect regardless of the breach by the Company of its obligations under Sections 4.4(a) or 4.4(b).

ARTICLE V
STANDSTILL

     Section 5.1 Acquisition of Voting Securities. Effective on the date hereof and until the earlier of (i) October 1, 2005 and (ii) the date on which there are no longer outstanding any shares of Convertible Preferred Stock, the Stockholders will not, and will not permit any Investment Fund Affiliate to purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, Beneficial Ownership of any Voting Securities if, after giving effect to such purchase or acquisition, the Stockholders and all Investment Fund Affiliates would Beneficially Own in the aggregate more than 15% of the outstanding Voting Securities.

     Section 5.2 Certain Actions. Effective on the date hereof and until the earlier of (i) October 1, 2005 and (ii) the date on which there are no longer outstanding any shares of Convertible Preferred Stock, the Stockholders will not, and will not permit any Investment Fund Affiliate to:

     (a) make, or take any action to solicit, initiate or encourage, an Acquisition Proposal;

     (b) make, or in any way participate in, any “solicitation” of “proxies” to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent with respect to the voting of any Voting Securities or nominate, or solicit any votes or proxies for the nomination of, any directors with respect to the Company (other than as contemplated by Section 2.1 hereof);

     (c) form, join or encourage the formation of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any Voting Securities (other than any “group” consisting only of the Stockholders and Investment Fund Affiliates);

     (d) call or seek to have called any meeting of the stockholders of the Company;

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     (e) solicit, seek to effect, negotiate with or voluntarily provide any confidential information to any other Person with respect to, or otherwise make any public announcement (except as required by Law or the requirements of any relevant stock exchange) whatsoever with respect to, (i) any merger or other business combination transaction involving the Company, (ii) the acquisition of Voting Securities if, as a result thereof, the Person acquiring such Voting Securities, together with its Affiliates, would Beneficially Own in the aggregate more than 15% of the outstanding Voting Securities, or (iii) the acquisition, in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries taken as a whole (an “Acquisition Transaction”);

     (f) enter into an agreement, arrangement or understanding with respect to any Acquisition Transaction;

     (g) assist, advise or encourage any other Person in doing any of the foregoing; or

     (j) request the Company to amend, waive or not to enforce any provision of this section, in each case unless specifically invited by the Company’s Board of Directors to do so.

ARTICLE VI
OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES

     Section 6.1 Representations and Warranties of Each Stockholder. Each Stockholder, severally and not jointly, represents, warrants and covenants to the Company, as of the date of this Agreement as follows:

     (a) Such Stockholder is the record and beneficial owner of the shares of Convertible Preferred Stock listed beside such Stockholder’s name on Schedule I hereto. The shares of Convertible Preferred Stock listed on Schedule I constitute all of the shares of Convertible Preferred Stock owned of record or beneficially by such Stockholder as of the date hereof. None of the shares of Convertible Preferred Stock held by such Stockholder listed on Schedule I is subject to any outstanding option, warrant, call or similar right of any other Person to acquire the same and, except as contemplated by this Agreement, none of such shares is subject to any restriction on the transfer thereof (other than any restrictions on transfer imposed by federal or state securities laws). Such Stockholder has sole voting power, sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, sole power of conversion and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the shares of Convertible Preferred Stock owned of record or beneficially by it, with no limitations, qualifications or restrictions on such rights, subject only to applicable Laws, the Company’s Certificate of Incorporation and the terms of this Agreement (other than any restrictions on transfer imposed by federal or state securities laws).

     (b) At the closing of each purchase of shares of Convertible Preferred Stock by the Company from a Stockholder contemplated hereby, such Stockholder will deliver to the

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Company valid title to such shares of Convertible Preferred Stock free and clear of any and all Liens.

     (c) Such Stockholder understands and acknowledges that the Company is entering into the Repurchase Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

     Section 6.2 Further Assurances. From time to time, at the reasonable request of any party hereto and without further consideration, each other party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

ARTICLE VII
TERMINATION

     Section 7.1 Termination. Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (a) by mutual written consent of the Company and the Majority Stockholders or (b) if not earlier terminated pursuant to the preceding clause (a), upon the later to occur of (i) the date on which there are no longer outstanding any shares of Convertible Preferred Stock and (ii) the Carlyle Stockholders do not Beneficially Own Voting Securities constituting in the aggregate at least five percent (5%) of the outstanding Voting Securities of the Company (assuming conversion of all outstanding shares of Convertible Preferred Stock).

     Section 7.2 Effect of Termination. If this Agreement is terminated, this Agreement shall become void and of no further force and effect. Nothing in this Article VII shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

ARTICLE VIII
MISCELLANEOUS

     Section 8.1 Expenses. Each party shall pay its own expenses in connection with this Agreement and the transaction contemplated hereby, including without limitation legal fees and expenses.

     Section 8.2 Amendment. This Agreement may be amended, modified or supplemented but only in writing signed by the Company and the Majority Stockholders.

     Section 8.3 Notices. Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing, shall be sent by facsimile transmission (with a hard copy to follow by overnight delivery) or overnight delivery and shall be deemed to have been given, when received or when receipt is refused:

(a) If to the Company, addressed as follows:

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Duratek, Inc.
10100 Old Columbia Road
Columbia, Maryland 21046
Attention: Robert F. Shawver
Facsimile No.: (410) 290-9112

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

Hogan & Hartson L.L.P.
111 S. Calvert Street, Suite 1600
Baltimore, Maryland 21202
Attention: Lawrence R. Seidman, Esquire
Facsimile No.: (410) 539-6981

(b) If to a Stockholder, addressed as follows:

T.C. Group, L.L.C.
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Daniel A. D’Aniello
Facsimile No.: (202) 347-1818

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

Latham & Watkins LLP
555 Eleventh Street, N.W.
Washington, D.C. 20004
Attention: Daniel T. Lennon, Esquire
Facsimile No.: (202) 637-2201

     or to such other individual or address as a party hereto may designate for itself by notice given as herein provided.

     Section 8.4 Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

     Section 8.5 Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.

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     Section 8.6    Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland without giving effect to the principles of conflicts of law thereof.

     Section 8.7    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective estates, heirs, legal representatives, successors and assigns; provided, however, that no assignment of any rights or obligations shall be made by any party hereto without the written consent of each other party hereto. No Stockholder shall be liable for breaches of any obligation hereunder on the part of any other Stockholder.

     Section 8.8    No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, to the extent provided herein, their respective estates, heirs, successors, Affiliates and their respective directors, officers, employees, agents and representatives, and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right.

     Section 8.9    Publicity. The parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and will not issue any press release or make any such public statement prior to such consultation; provided, however, that, in the case of any press release or public statement that may be required to be issued under any applicable Law or listing agreement with any securities exchange or market, a party shall be deemed to have satisfied its obligations under this Section 8.9 by using its reasonable best efforts (after giving due regard to all the relevant circumstances) to consult with the other parties hereto prior to issuing any such press release or public statement.

     Section 8.10    Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby.

     Section 8.11    Remedies. The parties acknowledge and agree that the breach of the provisions of this Agreement by the Company, on the one hand, or a Stockholder, on the other hand, could not be adequately compensated with monetary damages, and the parties hereto agree, accordingly, that injunctive relief and specific performance shall be appropriate remedies to enforce the provisions of this Agreement and waive any claim or defense that there is an adequate remedy at law for such breach; provided, however, that nothing herein shall limit the remedies herein, legal or equitable, otherwise available and all remedies herein are in addition to any remedies available at law or otherwise.

     Section 8.12    Entire Understanding. This Agreement sets forth the entire agreement and understanding of the parties hereto and supersedes any and all prior correspondence, agreements, arrangements and understandings among the parties.

     Section 8.13    Jurisdiction of Disputes; Waiver of Jury Trial. In the event any party to this Agreement commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any related agreement or any matters described or

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contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or other legal action in a court of competent jurisdiction located within the State of Maryland, whether a state or federal court; (b) agree that in the event of any such litigation, proceeding or action, such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section and to service of process upon them in accordance with the rules and statutes governing service of process (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in the State of Maryland); and (c) agree to waive to the full extent permitted by law any objection that they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature Page Follows]

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

DURATEK, INC.
By:	/s/ Robert F. Shawver
Name: Robert F. Shawver
Title: Executive Vice President and Chief Financial Officer
CARLYLE PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director
CARLYLE INTERNATIONAL PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director

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CARLYLE INTERNATIONAL PARTNERS III, L.P.
By: TC Group II, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director
C/S INTERNATIONAL PARTNERS
By: TC Group II, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director
CARLYLE SBC PARTNERS II, L.P.
By: TC Group II, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director

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CARLYLE-GTSD PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director
TC GROUP, L.L.C.
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director
CP II INVESTMENT HOLDINGS, L.L.C.
By: TC Group Investment Holdings LP, its Managing Member
By: TCG Holdings II LP, its General Partner
By: DBD Investors V, L.L.C.
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director

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CRAYFISH HOLDINGS, LDC
By: Carlyle Partners II, L.P., its Attorney-in-Fact
By: TC Group II, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By:	/s/ Daniel A. D’Aniello
Name: Daniel A. D’Aniello
Title: Managing Director

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Schedule I
to
Stockholders’ Agreement

	Number of Shares Owned of
Name of Entity	Convertible Preferred Stock
Carlyle Partners II, L.P.		1,376
Carlyle SBC Partners II, L.P.		99
Carlyle International Partners II, L.P.		905
Carlyle International Partners III, L.P.		115
C/S International Partners		411
TC Group, L.L.C.		1
CP II Investment Holdings, L.L.C.		22
Carlyle-GTSD Partners II, L.P.		64
Crayfish Holdings Corporation		10
TOTALS		3,003

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