DELAWARE LIMITED LIABILITY COMPANY, THE
OTHER GRANTORS (AS DEFINED THEREIN) PARTY THERETO, TOSHIBA AMERICA NUCLEAR
ENERGY CORPORATION, AS COLLATERAL AGENT FOR THE TOSHIBA SECURED PARTIES (AS
DEFINED THEREIN), AND THE SHAW GROUP INC., A LOUISIANA CORPORATION, AS
ADMINISTRATIVE AGENT FOR THE SHAW SECURED PARTIES (AS DEFINED THEREIN).
24
EXHIBIT I
[FORM OF] GRANTOR JOINDER AGREEMENT NO. [ ] dated as of [
], 20[
] (the
"Joinder Agreement") to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of
November 29, 2010 (the "First Lien Intercreditor Agreement"), among Nuclear
Innovation North America LLC, a Delaware limited liability company ("NINA"),
NINA Investments Holdings LLC, a Delaware limited liability company ("NINA
Holdings"), Nuclear Innovation North America Investments LLC, a Delaware limited
liability company ("NINA Investments"), NINA Texas 3 LLC, a Delaware limited
liability company ("NINA3"), NINA Texas 4 LLC, a Delaware limited liability
company ("NINA4" and, together with NINA, NINA Holdings, NINA Investments and
NINA3, the "Borrowers" and each, a "Borrower"), the other GRANTORS (as defined
therein) party thereto, TOSHIBA AMERICA NUCLEAR ENERGY CORPORATION, as
collateral agent for the Toshiba Secured Parties (as defined therein) (in such
capacity, the "Toshiba Collateral Agent"), THE SHAW GROUP INC., a Louisiana
corporation, as administrative agent for the Shaw Secured Parties (as defined
therein) (in such capacity, the "Shaw Collateral Agent"), and [
], a
[
], as an additional GRANTOR.
A.
Capitalized terms used herein but not otherwise defined herein shall have
the meanings assigned to such terms in the First Lien Intercreditor Agreement.
B.
[
], a Subsidiary of [the Borrowers] (the "Additional Grantor")
has granted a Lien on all or a portion of its assets to secure First Lien
Obligations and such Additional Grantor is not a party to the First Lien
Intercreditor Agreement.
C.
The additional Grantor wishes to become a party to the First Lien
Intercreditor Agreement and to acquire and undertake the rights and obligations
of a Grantor thereunder.
The Additional Grantor is entering into this Joinder
Agreement in accordance with the provisions of the First Lien Intercreditor
Agreement in order to become a Grantor thereunder.
Accordingly, the Additional Grantor agrees as follows, for the benefit of the
Collateral Agents, the Secured Parties and each other party to the First Lien
Intercreditor Agreement:
SECTION 1.
Accession to the Intercreditor Agreement.
The Additional Grantor
(a) hereby accedes and becomes a party to the First Lien Intercreditor Agreement
as a Grantor, (b) agrees to all the terms and provisions of the First Lien
Intercreditor Agreement and (c) shall have all the rights and obligations of a
Grantor under the First Lien Intercreditor Agreement.
SECTION 2.
Representations, Warranties and Acknowledgement of the Additional
Grantor.
The Additional Grantor represents and warrants that it has the power
and authority to enter into this Joinder Agreement.
The Additional Grantor
confirms that it has received a copy of the First Lien Intercreditor Agreement
as in effect on the date hereof.
25
SECTION 3.
Counterparts.
This Joinder Agreement may be executed in multiple
counterparts, each of which shall