8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2005

DURATEK, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-14292	22-2427618
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

10100 Old Columbia Road, Columbia, Maryland	21046
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 312-5100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01Entry into a Material Definitive Agreement

On July 22, 2005, Duratek, Inc. (“Duratek”) entered into an amendment (the “Credit Amendment”) to its Credit Agreement, dated as of December 16, 2003, among Duratek, Inc., various lenders and Calyon, New York Branch (f/k/a Credit Lyonnais New York Branch), as Administrative Agent, as amended (the “Bank Credit Facility”) and to its Security Agreement, dated as of December 16, 2003, among Duratek, Inc., certain subsidiaries thereof and Calyon, New York Branch (f/k/a Credit Lyonnais New York Branch), as Collateral Agent. (the “Security Amendment”, and with the Credit Amendment, the “Amendment”).

The Amendment (i) increases the ability of Duratek to obtain supplemental letters of credit from $10 million to $20 million, while maintaining the overall cap for supplemental letters of credit and performance and fidelity bonds at $35 million, (ii) increases from $250,000 to $2.5 million the amount of unsecured additional indebtedness (as defined in the Bank Credit Facility) that Duratek and its subsidiaries, (as defined in the Bank Credit Facility) may incur at any one time under Section 9.04(xii) of the Bank Credit Facility and (iii) increases from $500,000 to $2.5 million the amount of additional investments (as defined in the Bank Credit Facility) that Duratek and its subsidiaries may make at any one time under Section 9.05(xiii) of the Bank Credit Facility; provided however, that in the case of (ii) and (iii) above, the sum of such additional indebtedness which represents the guaranty of an entity in whom an investment has been made under such section and any such investment in such entity may not exceed $2.5 million in the aggregate.

The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c)	Exhibit
10.1	Second Amendment to Credit Agreement and First Amendment to Security Agreement dated as of July 22, 2005, among Duratek, Inc., a Delaware corporation, the Lenders party hereto from time to time, and Calyon, New York Branch (f/k/a Credit Lyonnais New York Branch), as Administrative Agent.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Duratek, Inc.
Date: July 28, 2005	By:	/s/ Robert F. Shawver
		Robert F. Shawver,
		Executive Vice President and
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO
SECURITY AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Second Amendment”), dated as of July 22, 2005, among DURATEK, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and CALYON, NEW YORK BRANCH (f/k/a Credit Lyonnais New York Branch), as Administrative Agent (in such capacity, the “Administrative Agent”).  Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of December 16, 2003 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”);

WHEREAS, the Borrower, the Subsidiary Guarantors, and the Collateral Agent are parties to a Security Agreement, dated as of December 16, 2003 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Security Agreement”); and

WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to amend the Credit Agreement and the Security Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I.Amendments to Credit Agreement.

1.Section 9.04(ix) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(ix)Indebtedness of the Borrower under Supplemental Letters of Credit, provided that the aggregate stated amount of all Supplemental Letters of Credit permitted by this clause(ix) (together with the aggregate amount of all unpaid drawings thereunder) shall not exceed at any one time outstanding the lesser of (i) $20,000,000 and (ii) when added to the sum of the aggregate amount of all obligations of the Borrower and its Subsidiaries outstanding under Section 9.04(x), $35,000,000;”.

2.Section 9.04(xii) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(xii)so long as no Default or Event of Default then exists or would result therefrom, additional Indebtedness incurred by the Borrower and its Subsidiaries not to exceed an aggregate principal amount of $2,500,000 at any one time outstanding;

provided, however, that (A) such additional Indebtedness shall, unless incurred by a Subsidiary of the Borrower that is not a Credit Party, be unsecured, and (B) the aggregate principal amount of Indebtedness incurred pursuant to this clause (xii) which constitutes Contingent Obligations of the Borrower or any of its Subsidiaries in respect of Indebtedness of any Person in which the Borrower or any of its Subsidiaries has made an Investment pursuant to Section 9.05(xiii) hereof shall not exceed $2,500,000 at any time minus the aggregate amount of all Investments made by the Borrower and its Subsidiaries in joint ventures, partnerships and other similar arrangements pursuant to Section 9.05(xiii).”.

3.Section 9.05(xiii) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(xiii)so long as no Default or Event of Default then exists or would result therefrom, the Borrower and its Subsidiaries may make Investments (including, without limitation, Investments in joint ventures, partnerships and other similar arrangements) not otherwise permitted by clauses (i) through (xii) of this Section 9.05 in an aggregate amount not to exceed $2,500,000 at any time minus the aggregate principal amount of Indebtedness incurred pursuant to Section 9.04(xii) hereof which constitutes Contingent Obligations of the Borrower or any of its Subsidiaries in respect of Indebtedness of any Person in which Borrower or any of its Subsidiaries has made an Investment pursuant to this clause (xiii).  The amount of any Investment made pursuant to this clause (xiii) shall be determined without regard to any write-downs or write-offs thereof.”.

II.Amendments to Security Agreement.

1.The definition of “Secured Supplemental Letters of Credit” appearing in Article IX of the Security Agreement is hereby amended by deleting the text “$10,000,000” appearing in said definition and inserting the text “$20,000,000” in lieu thereof.

III.Miscellaneous Provisions.

1.In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) both immediately before and immediately after giving effect thereto, (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2.This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement, Security Agreement or any other Credit Document.

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3.This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

4.THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

5.This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when (i) the Borrower, (ii) each other Credit Party, and (iii) Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent.

6.By executing and delivering a copy hereof, each Credit Party hereby agrees that all Obligations of the Credit Parties shall remain guaranteed pursuant to the relevant Credit Documents and shall remain secured pursuant to the Security Documents, in each case in accordance with the respective terms and provisions thereof.

7.From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement and the Security Agreement shall be deemed to be references to the Credit Agreement or the Security Agreement, as the case may be, as modified hereby.

*        *        *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.

DURATEK, INC., as Borrower
By:	/s/ Craig T. Bartlett
	Name: Craig T. Bartlett
	Title: Vice President and Treasurer
CALYON, NEW YORK BRANCH,
	as Administrative Agent
By:	/s/ Mark Koneval
	Name: Mark Koneval
	Title: Managing Director
By:	/s/ Alex Averbukh
	Name: Alex Averbukh
	Title: Director

Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Credit Agreement referenced in the foregoing Second Amendment, hereby consents to the entering into of the Second Amendment and agrees to the provisions thereof (including, without limitation, Part III, Section 6 thereof). 

GTSD SUB, INC.,
DURATEK FEDERAL SERVICES, INC.,
DURATEK SERVICES, INC.,
GTSD SUB III, INC.,
GTSD SUB V, INC.,
HITTMAN TRANSPORT SERVICES, INC.,
INFOTEK, INC.,
DURATEK FEDERAL SERVICES OF HANFORD, INC.,
GTSD SUB IV, INC.,
CHEM-NUCLEAR SYSTEMS, L.L.C.,
as Guarantors
By:	/s/ Craig T. Bartlett
	Name: Craig T. Bartlett
	Title: Vice President & Treasurer