JOINDER AND REAFFIRMATION AGREEMENT

Exhibit 4.3

Execution Version

This JOINDER AND REAFFIRMATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 6, 2010 among THE XXXXXXX & XXXXXX COMPANY, a Delaware corporation (the “New Borrower”), XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation (the “Original Borrower”), XXXXXXX & XXXXXX INDIA HOLDINGS, INC., a Delaware corporation (the “New Subsidiary” and, together with the Original Borrower, the “New Guarantors” and, together with the New Borrower, the “New Loan Parties”), the other Guarantors party hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, the Administrative Agent, the Swing Line Lender and each L/C Issuer (each as defined therein). All capitalized terms used and not defined herein shall have the meanings given thereto in the Credit Agreement or the applicable Loan Document referred to herein.

The Original Borrower has informed the Administrative Agent that the consummation of the Spinoff occurred on July 30, 2010.

Accordingly, pursuant to Section 6.24 of the Credit Agreement, the New Loan Parties and the other Guarantors hereby agree as follows:

1. Joinder as the Borrower. The New Borrower, by execution of this Agreement, hereby represents, warrants, acknowledges and agrees that:

(a) from and after the effective time of the consummation of the Spinoff (i) the New Borrower, as provided in Section 6.24 of the Credit Agreement, is and shall be the Borrower (as defined in the Credit Agreement) under the Credit Agreement as if a signatory thereof on the Closing Date, in substitution of the Original Borrower, and (ii) each reference to the “Borrower” in the Credit Agreement and the other Loan Documents shall be a reference to the New Borrower as described in clause(b) of the definition of Borrower in the Credit Agreement;

(b) as the Borrower, it shall comply with, and be subject to, and have the benefit of, all of the terms, conditions, covenants, agreements and obligations set forth in the Credit Agreement; and

(c) each of the representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document, is true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

2. Joinder as a Guarantor. Each New Guarantor, by execution of this Agreement, hereby represents, warrants, acknowledges and agrees that:

(a) from and after the date hereof (i) it is a Guarantor (as defined in the Guaranty), as provided in Section 19 of the Guaranty, under the Guaranty as if a signatory thereof on the Closing Date, and (ii) each reference to a “Guarantor” or the “Guarantors” in the Guaranty and the other Loan Documents shall include such New Guarantor as a “Guarantor”;

(b) it shall comply with, and be subject to, and have the benefit of, all of the terms, conditions, covenants, agreements and obligations set forth in the Guaranty; and

(c) each of the representations and warranties of such Guarantor contained in the Guaranty, in the Collateral Agreement or in any other Loan Document is true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

Without limiting the generality of the foregoing terms of this paragraph 2, each New Guarantor hereby, jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, for the benefit of the Guaranteed Parties, to the extent provided in Section 2 of the Guaranty, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms of the Guaranty.

3. Joinder as a Grantor. Each of the New Subsidiary and the New Borrower (together, the “New Grantors”), by execution of this Agreement, hereby represents, warrants, acknowledges and agrees that:

(a) from and after the date hereof (i) it is a Grantor (as defined in the Collateral Agreement), as provided in Section 7.12 of the Collateral Agreement, under the Collateral Agreement as if a signatory thereof on the Closing Date, (ii) each reference to a “Grantor” or the “Grantors” in the Collateral Agreement and the other Loan Documents shall include such New Grantor, and (iii) each reference to the “Collateral” in the Collateral Agreement and the other Loan Documents shall include all Collateral (as defined in the Collateral Agreement) of each New Grantor (other than any Excluded Assets of a New Grantor); and

(b) it shall comply with, and be subject to, and have the benefit of, all of the terms, conditions, covenants, agreements and obligations set forth in the Collateral Agreement

Without limiting the generality of the foregoing terms of this paragraph 3, each New Grantor hereby, to the extent set forth in Section 2.1 of the Collateral Agreement grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, and, to the extent set forth in Section 7.6 of the Collateral Agreement, a right of setoff against, any and all right, title and interest, whether now or hereafter owned or acquired, of each New Grantor in and to the Collateral of such New Grantor.

4. Reaffirmation. Each Loan Party (including the New Loan Parties):

(a) acknowledges, agrees and consents to the transactions set forth in paragraphs 1 through 3 of this Agreement (collectively, the “Joinder Transactions”);

(b) confirms and reaffirms its obligations under the Credit Agreement, as applicable, and each other Loan Document to which it is a party, after giving effect to the Joinder Transactions;

(c) acknowledges and agrees that each reference to the “Credit Agreement,” to the “Guaranty” or to the “Collateral Agreement” as used in any Loan Document shall mean the Credit Agreement, the Guaranty, and the Collateral Agreement, respectively, as supplemented hereby (including by the Joinder Transactions) and as otherwise amended, restated, supplemented or otherwise modified prior to the date hereof; and

(d) agrees that after giving effect to this Agreement and the Joinder Transactions, the Credit Agreement, the Guaranty, the Collateral Agreement and each other Loan Document to which it is a party remain in full force and effect, and each are hereby ratified and confirmed by such Loan Party.

5. Schedules. Attached hereto as Annex A is a supplement to Schedule 5.03 of the Credit Agreement and to each of the Schedules to the Collateral Agreement to the extent such Schedules have changed since the Closing Date or will change as a result of the execution and delivery hereof (which supplements include, as of the date hereof, all information required to be provided therein with respect to the New Loan Parties), in each case as of the date hereof.

6. Notices. All notices and communications to any New Loan Party shall be given to the address of the Borrower set forth in, and otherwise made in accordance with, Section 10.02 of the Credit Agreement, Section 7.2 of the Collateral Agreement and Section 15 of the Guaranty, as applicable.

7. Waiver. Each New Guarantor hereby waives acceptance by the Administrative Agent and the Guaranteed Parties of the guarantee by such New Loan Party under the Guaranty.

8. Advice of Counsel. Each Loan Party (including each New Loan Party) hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party and (b) it has received a copy of the Credit Agreement and the other Loan Documents and has reviewed and understands the same.

9. Counterparts; Etc. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

10. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.


BORROWER:	THE XXXXXXX & XXXXXX COMPANY

	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President and Treasurer

GUARANTORS:	XXXXXXX & XXXXXX INVESTMENT COMPANY

	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President and Treasurer

	XXXXXXX & XXXXXX INDIA HOLDINGS, INC.

	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Treasurer

ONLY FOR THE PURPOSES OF PARAGRAPH 4:	AMERICON EQUIPMENT SERVICES, INC. AMERICON, INC. APPLIED SYNERGISTICS, INC. XXXXXXX & XXXXXX CHINA HOLDINGS, INC. XXXXXXX & XXXXXX CONSTRUCTION CO, INC. XXXXXXX & XXXXXX DENMARK HOLDINGS, INC. XXXXXXX & XXXXXX EBENSBURG POWER, INC. XXXXXXX & XXXXXX EQUITY INVESTMENTS, INC. XXXXXXX & XXXXXX INTERNATIONAL SALES AND SERVICE CORPORATION XXXXXXX & XXXXXX INTERNATIONAL, INC. XXXXXXX & XXXXXX MODULAR NUCLEAR ENERGY LLC XXXXXXX & XXXXXX NUCLEAR ENERGY, INC. XXXXXXX & XXXXXX NUCLEAR OPERATIONS GROUP, INC. XXXXXXX & XXXXXX POWER GENERATION GROUP, INC. XXXXXXX & XXXXXX TECHNOLOGY, INC. XXXXXXX & XXXXXX TECHNICAL SERVICES CLINCH RIVER, LLC XXXXXXX & XXXXXX TECHNICAL SERVICES GROUP, INC. BWX TECHNOLOGIES, INC. BWXT FEDERAL SERVICES, INC.

Xxxxxxx & Xxxxxx

Joinder and Reaffirmation Agreement


BWXT WASHINGTON, INC. DELTA POWER SERVICES, LLC DIAMOND OPERATING CO., INC. DIAMOND POWER AUSTRALIA HOLDINGS, INC. DIAMOND POWER CHINA HOLDINGS, INC. DIAMOND POWER EQUITY INVESTMENTS, INC. DIAMOND POWER INTERNATIONAL, INC. DPS BERKELEY, LLC DPS CADILLAC, LLC DPS FLORIDA, LLC DPS XXXXXXX, LLC DPS XXXXXX XXXXX, LLC DPS MECKLENBURG, LLC DPS MICHIGAN, LLC DPS MOJAVE, LLC DPS SABINE, LLC INTECH, INC. XXXX-XXXXXX SERVICES, L.L.C. MARINE MECHANICAL CORPORATION NFS HOLDINGS, INC. NOG-XXXXX HOLDINGS, INC. NUCLEAR FUEL SERVICES, INC. O&M HOLDING COMPANY PALM BEACH RESOURCE RECOVERY CORPORATION POWER SYSTEMS OPERATIONS, INC. REVLOC RECLAMATION SERVICE, INC. SOFCO - EFS HOLDINGS LLC

By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Treasurer

NATIONAL ECOLOGY COMPANY

By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Authorized Representative

Xxxxxxx & Xxxxxx

Joinder and Reaffirmation Agreement


BWXT HANFORD COMPANY BWXT OF IDAHO, INC. BWXT OF OHIO, INC. XXXXXXX & XXXXXX TECHNICAL SERVICES SAVANNAH RIVER COMPANY

By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Assistant Treasurer

Xxxxxxx & Xxxxxx

Joinder and Reaffirmation Agreement


Acknowledged and accepted: BANK OF AMERICA, N.A., as Administrative Agent

By:		/s/ Xxxxxxxx X. Manduk
Name:		Xxxxxxxx X. Manduk
Title:		Assistant Vice President

Xxxxxxx & Xxxxxx

Joinder and Reaffirmation Agreement

ANNEX A

Supplemental Schedules

[Attached Hereto]

Schedule 5.03

Ownership of Subsidiaries


Name	Jurisdiction of Organization	Number of Shares Authorized	Number of Shares Outstanding	% of Outstanding Shares held by Borrower (direct or indirect)
Americon Equipment Services, Inc.	Delaware	1,000	1,000	100%

Americon, Inc.	Delaware	1,000	100	100%

Applied Synergistics, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Canada Ltd.	Ontario	1,000,000	500,000	100%

Xxxxxxx & Xxxxxx China Holdings, Inc	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Construction Co., Inc.	Delaware	1,000	100	100%

Xxxxxxx & Xxxxxx Denmark Holdings, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Ebensburg Power, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Equity Investments, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx India Private Limited	India	1,000,000	675,020	100%

Xxxxxxx & Xxxxxx International Sales and Service Corporation	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx International, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Michoud Operations, LLC¹	Louisiana	N/A	N/A	100%

Xxxxxxx & Xxxxxx Modular Nuclear Energy LLC	Delaware	N/A	N/A	100%

Xxxxxxx & Xxxxxx Nuclear Operations Group, Inc.*	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Nuclear Energy, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Delaware	101,000	101,000	100%

Xxxxxxx & Xxxxxx Technical Services (U.K.) Limited*	United Kingdom	100	2	100%

Xxxxxxx & Xxxxxx Technical Services Clinch River, LLC*	Delaware	N/A	N/A	100%

Xxxxxxx & Xxxxxx Technical Services Group, Inc.*	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Technical Services Savannah River Company*	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Technology, Inc.	Delaware	1000	1000	100%

Xxxxxxx & Xxxxxx Volund	Denmark	100,000	100,000	100%

¹	Entity is inactive and is being dissolved.


Name	Jurisdiction of Organization	Number of Shares Authorized	Number of Shares Outstanding	% of Outstanding Shares held by Borrower (direct or indirect)
A/S

BCE Parts Ltd.	Ontario	Unlimited	1	100%

BWX Technologies, Inc.*	Delaware	1,000	1,000	100%

BWXT Federal Services, Inc. *	Delaware	1,000	1,000	100%

BWXT Hanford Company*	Delaware	1,000	1,000	100%

BWXT of Idaho, Inc. *	Delaware	800 Series A	800 Series A	100%
		200 Series B	200 Series B

BWXT of Ohio, Inc. *	Delaware	1,000	1,000	100%

BWXT Washington, Inc. *	Delaware	1,000	1,000	100%

Delta Power Services, LLC	Delaware	N/A	N/A	100%

Diamond Operating Co., Inc.	Delaware	1,000	1,000	100%

Diamond Power Australia Holdings, Inc.	Delaware	1,000	1,000	100%

Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	200,000	200,000	100%

Diamond Power China Holdings, Inc.	Delaware	1,000	1,000	100%

Diamond Power do Brasil Limitada	Brazil	500,000	300,000	100%

Diamond Power Equity Investments, Inc.	Delaware	1,000	1,000	100%

Diamond Power Finland OY	Finland	600	600	100%

Diamond Power Germany GmbH**	Germany	125,700	125,700	94.9% (119,400 shares)

Diamond Power International, Inc.	Delaware	1,000	1,000	100%

Diamond Power Services S.E.A. Ltd.	Thailand	784	784	79.7% (625 shares)

Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	1,000	1	100%

Diamond Power Specialty Limited	United Kingdom	500,000	500,000	100%

Diamond Power Sweden AB	Sweden	5,000	5,000	100%

DPS Berkeley, LLC	Delaware	N/A	N/A	100%

DPS Cadillac, LLC	Delaware	N/A	N/A	100%

DPS Florida, LLC	Delaware	N/A	N/A	100%

DPS Xxxxxxx, LLC	Delaware	N/A	N/A	100%

DPS Xxxxxx Xxxxx, LLC	Delaware	N/A	N/A	100%

DPS Mecklenburg, LLC	Delaware	N/A	N/A	100%

DPS Michigan, LLC	Delaware	N/A	N/A	100%

DPS Mojave, LLC	Delaware	N/A	N/A	100%

DPS Sabine, LLC	Delaware	N/A	N/A	100%

Ebensburg Power Company ***	Pennsylvania	N/A (Partnership)	N/A	50.005%

Intech International Inc.	Ontario	Unlimited	1,000	100%

Intech, Inc.	Tennessee	50,000 Series A 50,000 Series B	2,500 Series A 0 Series B	100%

Xxxx-Xxxxxx Services, L.L.C.	Tennessee	N/A	N/A	100%

Marine Mechanical Corporation*	Delaware	1,500,000 Class A 500,000 Class B 1,500 Preferred	549,858.59 Class A 0 Class B 0 Preferred	100%

National Ecology Company	Delaware	1,000	1,000	100%

NFS Holdings, Inc. *	Delaware	100,000	100,000	100%


Name	Jurisdiction of Organization	Number of Shares Authorized	Number of Shares Outstanding	% of Outstanding Shares held by Borrower (direct or indirect)
NOG-Xxxxx Holdings, Inc. *	Delaware	1,000	1,000	100%

North County Recycling, Inc. ²	California	1,000	300	100%

Nuclear Fuel Services, Inc. *	Delaware	5,000	1,683	100%

O&M Holding Company	Delaware	1,000	1,000	100%

P. T. Xxxxxxx & Xxxxxx Asia	Indonesia	1,200	800	100%

Palm Beach Resource Recovery Corporation	Florida	60	60	100%

Power Systems Operations, Inc.	Delaware	1,000	1,000	100%

Revloc Reclamation Service, Inc.	Delaware	1,000	1,000	100%

SOFCo – EFS Holdings LLC	Delaware	N/A	N/A	100%

*	Certain existing Requirements of Law and/or material contracts of the BWXT Entities restrict the transfer or hypothecation of any Stock in the BWXT Entities.

**	The Constituent Documents of Diamond Power Germany GmbH restrict the transfer or hypothecation of any Stock in such Person.

***

The Amended & Restated Agreement of Ebensburg Power Company dated as of June 30, 1992 restricts the transfer or hypothecation of any Stock in the partnership. Ebensburg Power Company is a general partnership owned 50.5% by Ebensburg Investors Limited (an unaffiliated third party), and 49.5% by B&W Ebensburg Power, Inc. (a wholly-owned subsidiary of the Borrower). The Borrower indirectly owns a 1% interest in Ebensburg Investors Limited.

²	Entity is inactive and is being dissolved.


Name	Jurisdiction of Organization	Number of Shares Authorized	Number of Shares Outstanding	% of Outstanding Shares held by Borrower (direct or indirect)
B&W de Panama, Inc.	Panama	100,000	100,000	100%

Xxxxxxx & Xxxxxx Conversion Services LLC	Delaware	N/A	N/A	51%

Xxxxxxx & Xxxxxx de Monterrey, S.A. de C.V.	Mexico	Common – Unlimited Variable – 11,349,464	Common – 50,000 Variable – 11,349,464	100%

Xxxxxxx & Xxxxxx India Holdings, Inc.	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx International Investments Co., Inc.	Panama	100,000	100,000	100%

Xxxxxxx & Xxxxxx Investment Company	Delaware	1,000	1,000	100%

Xxxxxxx & Xxxxxx Modular Nuclear Energy, LLC	Delaware	N/A	N/A	100%

Xxxxxxx & Xxxxxx Nuclear Services (U.K.) Limited	United Kingdom	100	2	100%

Xxxxxxx & Xxxxxx Xxxx Remediation, LLC	Delaware	N/A	N/A	75%

Creole Insurance Company, Ltd.	Bermuda	2,000	2,000	100%

Diamond Power Machine (Hubei) Co., Inc.	China	N/A	N/A	100%

DPS Piedmont, LLC	Delaware	N/A	N/A	100%

Gotaverken Miljo AB	Sweden	5,000	5,000	100%

Servicios de Fabricacion de Xxxxx Soleado, S.A. de C.V.	Mexico	Unlimited	50,000	100%

Servicios Profesionales de Xxxxx Soleado, S.A. de C.V.	Mexico	Unlimited	50,000	100%

SCHEDULE 3.3

TO PLEDGE AND SECURITY AGREEMENT

PERFECTED FIRST PRIORITY LIENS

UCC Filings

A UCC1 Financing Statement listing each Grantor, as debtor, and the Collateral Agent, as secured party, should be filed in the applicable governmental offices set forth below.


Grantor		Jurisdiction of Filing
Americon Equipment Services, Inc.		Delaware Secretary of State
Americon, Inc.		Delaware Secretary of State
Applied Synergistics, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx China Holdings, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx Construction Co., Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx Denmark Holdings, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx Ebensburg Power, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx Equity Investments, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx India Holdings, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx International Sales and		Delaware Secretary of State
Service Corporation
Xxxxxxx & Xxxxxx International, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx Investment Company		Delaware Secretary of State
Xxxxxxx & Xxxxxx Modular Nuclear Energy
LLC		Delaware Secretary of State
Xxxxxxx & Xxxxxx Nuclear Energy, Inc.		Delaware Secretary of State
Xxxxxxx & Xxxxxx Power Generation Group,		Delaware Secretary of State
Inc.
Xxxxxxx & Xxxxxx Technology, Inc.		Delaware Secretary of State
Delta Power Services, LLC		Delaware Secretary of State
Diamond Operating Co., Inc.		Delaware Secretary of State
Diamond Power Australia Holdings, Inc.		Delaware Secretary of State
Diamond Power China Holdings, Inc.		Delaware Secretary of State
Diamond Power Equity Investments, Inc.		Delaware Secretary of State
Diamond Power International, Inc.		Delaware Secretary of State
DPS Berkeley, LLC		Delaware Secretary of State
DPS Cadillac, LLC		Delaware Secretary of State
DPS Florida, LLC		Delaware Secretary of State
DPS Xxxxxxx, LLC		Delaware Secretary of State
DPS Xxxxxx Xxxxx, LLC		Delaware Secretary of State
DPS Mecklenburg, LLC		Delaware Secretary of State
DPS Michigan, LLC		Delaware Secretary of State
DPS Mojave, LLC		Delaware Secretary of State
DPS Sabine, LLC		Delaware Secretary of State
Intech, Inc.		Tennessee Secretary of State
Xxxx-Xxxxxx Services, L.L.C.		Tennessee Secretary of State
National Ecology Company		Delaware Secretary of State

Schedule 3.3 – Page 1


O&M Holding Company		Delaware Secretary of State
Palm Beach Resource Recovery Corporation		Florida Secured Transaction Registry
Power Systems Operations, Inc.		Delaware Secretary of State
Revloc Reclamation Service, Inc.		Delaware Secretary of State
SOFCo – EFS Holdings LLC		Delaware Secretary of State
The Xxxxxxx & Xxxxxx Company		Delaware Secretary of State

To perfect the Lien in Fixtures, a UCC1 Financing Statement listing the applicable Grantor, as debtor, and the Collateral Agent, as secured party, should be filed in the real property records of the county in which such Fixtures are located. Each such UCC1 Financing Statement will need to include a legal description of the real property upon which such Fixtures are located.

Actions with respect to Pledged Securities

The original of all Pledged Securities evidence by either a Certificated Security or Instrument should be delivered to the Collateral Agent, together with an undated stock or note power, as applicable, duly executed in blank by the applicable Grantor.

Actions with respect to Patents and Trademarks

For Collateral consisting of Patents and Trademarks, the applicable Grantors should execute an Intellectual Property Security Agreement, and such agreement should be recorded with the United States Patent and Trademark Office.

Actions with respect to Copyrights

For Collateral consisting of Copyrights, the applicable Grantors should execute an Intellectual Property Security Agreement, and such agreement should be recorded with the United States Copyright Office.

Schedule 3.3 – Page 2

SCHEDULE 3.4

TO PLEDGE AND SECURITY AGREEMENT

NAME; JURISDICTION OF ORGANIZATION, ETC.


Exact Legal Name of Grantor	Type of Organization	Jurisdiction of Organization	Chief Executive Office	Organizational Identification Number
Americon Equipment Services, Inc.	Corporation	Delaware	00 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000	2077236

Americon, Inc.	Corporation	Delaware	00 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000	2058172

Applied Synergistics, Inc.	Corporation	Delaware	0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000	3596853

Xxxxxxx & Xxxxxx China Holdings, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	3563042

Xxxxxxx & Xxxxxx Construction Co., Inc.	Corporation	Delaware	00 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000	2058181

Xxxxxxx & Xxxxxx Denmark Holdings, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	3563041

Xxxxxxx & Xxxxxx Ebensburg Power, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000	2109431

Xxxxxxx & Xxxxxx Equity Investments, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	2050183

Xxxxxxx & Xxxxxx India Holdings, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	4795557

Xxxxxxx & Xxxxxx International Sales and Service Corporation	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	0795023

Xxxxxxx & Xxxxxx International, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	0914783

Xxxxxxx & Xxxxxx Investment Company	Corporation	Delaware	The Xxxxxx Building, 13024 Ballantyne Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000	2235817

Xxxxxxx & Xxxxxx Modular Nuclear Energy LLC	Limited Liability Company	Delaware	0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000-0000	4697877

Xxxxxxx & Xxxxxx Nuclear Energy, Inc.	Corporation	Delaware	0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000-0000	4293945

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	0847234

Schedule 3.4 – Page 1


Exact Legal Name of Grantor	Type of Organization	Jurisdiction of Organization	Chief Executive Office	Organizational Identification Number
Xxxxxxx & Xxxxxx Technology, Inc.	Corporation	Delaware	0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000-0000	2725506

Delta Power Services, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	3363308

Diamond Operating Co., Inc.	Corporation	Delaware	000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxx, XX 00000-0000	3498044

Diamond Power Australia Holdings, Inc.	Corporation	Delaware	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX 00000	3563045

Diamond Power China Holdings, Inc.	Corporation	Delaware	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX 00000	3563044

Diamond Power Equity Investments, Inc.	Corporation	Delaware	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX 00000	3563043

Diamond Power International, Inc.	Corporation	Delaware	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX 00000	2725505

DPS Berkeley, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	3685555

DPS Cadillac, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	4111828

DPS Florida, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	4050781

DPS Xxxxxxx, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	3879537

DPS Xxxxxx Xxxxx, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	4060363

DPS Mecklenburg, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	3860060

DPS Michigan, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	3768604

DPS Mojave, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	3950476

DPS Sabine, LLC	Limited Liability Company	Delaware	000 X. Xxx Xxxxxxx Xxxxxxx X, Xxxxx 000 Xxxxxxx, XX 00000	4138849

Intech, Inc.	Corporation	Tennessee	0000 Xxxxx Xxxxx Xxxxx Xxxxxxxxxxx, XX 00000	282042

Xxxx-Xxxxxx Services, L.L.C	Limited Liability Company	Tennessee	0000 Xxxxx Xxxxx Xxxxx Xxxxxxxxxxx, XX 00000	0401423

Schedule 3.4 – Page 2


Exact Legal Name of Grantor	Type of Organization	Jurisdiction of Organization	Chief Executive Office	Organizational Identification Number
National Ecology Company	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	2209966

O&M Holding Company	Corporation	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, XX 00000-0000	4568185

Palm Beach Resource Recovery Corporation	Corporation	Florida	0000 Xxxx 00^xxXxxxxx Xxxx Xxxx Xxxxx, XX 00000	H27351

Power Systems Operations, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000	2074007

Revloc Reclamation Service, Inc.	Corporation	Delaware	00 X. Xxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000	2234938

SOFCo – EFS Holdings LLC	Limited Liability Company	Delaware	00 X. Xxx Xxxxx Xxx. Xxxxxxxxx, Xxxx 00000	3494936

The Xxxxxxx & Xxxxxx Company	Corporation	Delaware	The Xxxxxx Building, 13024 Ballantyne Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000	100714367

Prior Names during last 5 years:

On November 20, 2007, The Xxxxxxx & Xxxxxx Company changed its name to Xxxxxxx & Xxxxxx Power Generation Group, Inc.

On November 20, 2007, The Xxxxxxx & Xxxxxx Companies changed its name to The Xxxxxxx & Xxxxxx Company, and then on March 8, 2010, changed its name to Xxxxxxx & Xxxxxx Investment Company

On April 20, 2010, McDermott Technology, Inc. changed its name to Xxxxxxx & Xxxxxx Technology, Inc.

On April 29, 2010, Xxxxxxx & Xxxxxx Nuclear Power Generation Group, Inc. changed its name to Xxxxxxx & Xxxxxx Nuclear Energy, Inc.

Schedule 3.4 – Page 3

Prior Addresses during last 5 years:

The former chief executive office of Americon Equipment Services, Inc. was located at: 0000 Xxxxxx Xxxx, Xxxxxx, XX 00000.

The former chief executive office of the following entities was located at 00 X. Xxxxxxxxxx Xxx., Xxxxxxxxx, XX 00000:

Americon, Inc.

Xxxxxxx & Xxxxxx Construction Co., Inc.

The former chief executive office of the following entities was located at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000:

Xxxxxxx & Xxxxxx Equity Investments, Inc.

Xxxxxxx & Xxxxxx Holdings, Inc.

Xxxxxxx & Xxxxxx International Sales and Service Corporation

Xxxxxxx & Xxxxxx International, Inc.

Xxxxxxx & Xxxxxx Investment Company

Xxxxxxx & Xxxxxx Power Generation Group, Inc.

The former chief executive office of the following entities was located at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000:

Delta Power Services, LLC

DPS Cadillac, LLC

DPS Florida, LLC

DPS Mojave, LLC

The former chief executive office of the following entities was located at 00 Xxxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000:

DPS Berkeley, LLC

DPS Michigan, LLC

The former chief executive office of the following entities was located at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000:

DPS Xxxxxxx, LLC

DPS Mecklenburg, LLC

The former chief executive office of DPS Xxxxxx Xxxxx, LLC was located at: 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000

The former chief executive office of DPS Sabine, LLC was located at: 4647 FM1006 at: 0000 XX 0000 xx Xxxxxxx Xxxxx, Xxxxxx, XX

The former chief executive office of Xxxxxxx & Xxxxxx Investment Company was located at: 000 Xxxx Xxxxxx, Xxxxxxxxx, XX, 00000

Schedule 3.4 – Page 4

SCHEDULE 3.7

TO PLEDGE AND SECURITY AGREEMENT

INVESTMENT PROPERTY

Pledged Stock:


Grantor	Issuer	Type of Organization	# of Shares Owned	Total Shares Outstanding	% of Interest Pledged¹	Certificate No.	Par Value per share
Americon, Inc.	Americon Equipment Services, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Americon, Inc.	Corporation	100	100	100%	2	$10.00

Diamond Power International, Inc.	Applied Synergistics, Inc.	Corporation	1,000	1,000	100%	2	1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Xxxxxxx & Xxxxxx Canada Ltd.²	Corporation	500,000	500,000	65%	1	None

Xxxxxxx & Xxxxxx Equity Investments, Inc.	Xxxxxxx & Xxxxxx China Holdings, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Americon, Inc.	Xxxxxxx & Xxxxxx Construction Co., Inc.	Corporation	100	100	100%	2	$10.00

Xxxxxxx & Xxxxxx Equity Investments, Inc.	Xxxxxxx & Xxxxxx Denmark Holdings, Inc.	Corporation	1,000	1,000	100%	1	$1.00

¹	Notwithstanding any Grantor’s delivery to the Collateral Agent of any Certificated Security evidencing more than 65% of the Voting Stock of any Foreign Subsidiary, the Collateral does not include any Excluded Stock.

²	The stock certificate lists the issuing entity as Xxxxxxx & Xxxxxx Industries Ltd., which is the prior legal name of Xxxxxxx & Xxxxxx Canada Ltd.

Schedule 3.7 – Page 1


Grantor	Issuer	Type of Organization	# of Shares Owned	Total Shares Outstanding	% of Interest Pledged¹	Certificate No.	Par Value per share
Xxxxxxx & Xxxxxx Equity Investments, Inc.	Xxxxxxx & Xxxxxx Ebensburg Power, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Xxxxxxx & Xxxxxx Equity Investments, Inc.	Corporation	1,000	1,000	100%	3	$1.00

Xxxxxxx & Xxxxxx Equity Investments, Inc.	Xxxxxxx & Xxxxxx India Holdings, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Xxxxxxx & Xxxxxx India Private Limited	Corporation	675,000	675,020	65%	05	10 Indian Rupees

Xxxxxxx & Xxxxxx Investment Company			20		65%	03 & 04	10 Indian Rupees

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Xxxxxxx & Xxxxxx International Sales and Service Corporation	Corporation	1,000	1,000	100%	5	$1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Xxxxxxx & Xxxxxx International, Inc.	Corporation	1,000	1,000	100%	3	$10,000

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Xxxxxxx & Xxxxxx International Investments Co., Inc.	Corporation	100,000	100,000	65%	2	None

The Xxxxxxx & Xxxxxx Company	Xxxxxxx & Xxxxxx Investment Company	Corporation	1,000	1,000	100%	6	$1.00

Xxxxxxx & Xxxxxx	Xxxxxxx & Xxxxxx	Corporation	1,000	1,000	100%	3	$1.00

Schedule 3.7 – Page 2


Grantor	Issuer	Type of Organization	# of Shares Owned	Total Shares Outstanding	% of Interest Pledged¹	Certificate No.	Par Value per share
Investment Company (formerly, The Xxxxxxx & Xxxxxx Company)	Nuclear Energy, Inc. (formerly, Xxxxxxx & Xxxxxx Nuclear Power Generation Group, Inc.)

Xxxxxxx & Xxxxxx Investment Company (formerly, The Xxxxxxx & Xxxxxx Company)	Xxxxxxx & Xxxxxx Power Generation Group, Inc. (formerly, The Xxxxxxx & Xxxxxx Company)	Corporation	100,100	100,100	100%	5	$1.00

Xxxxxxx & Xxxxxx Investment Company	Xxxxxxx & Xxxxxx Technology, Inc.	Corporation	1,000	1,000	100%	5	$1.00

(formerly, The Xxxxxxx & Xxxxxx Company)	(formerly, McDermott Technology, Inc.)

Xxxxxxx & Xxxxxx Denmark Holdings, Inc.	Xxxxxxx & Xxxxxx Volund ApS	Corporation	100,000	100,000	65%	uncertificated	100 Danish Kroners

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	B&W de Panama, Inc.	Corporation	100,000	100,000	65%	2	None

Diamond Power International, Inc.	Diamond Operating Co., Inc.	Corporation	1,000	1,000	100%	1	$1.00

Diamond Power Equity Investments, Inc.	Diamond Power Australia Holdings, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Schedule 3.7 – Page 3


Grantor	Issuer	Type of Organization	# of Shares Owned	Total Shares Outstanding	% of Interest Pledged¹	Certificate No.	Par Value per share
Diamond Power Equity Investments, Inc.	Diamond Power China Holdings, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Diamond Power International, Inc.	Diamond Power Equity Investments, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Diamond Power International, Inc.	Corporation	1,000	1,000	100%	2	$1.00

Diamond Power International, Inc.	Diamond Power Services S.E.A. Ltd.	Corporation	623 Ordinary shares	784 Ordinary shares and 496 Preference shares	100%	21 & 22	3.700 Thai Baht

Diamond Power International, Inc.	Diamond Power Specialty (Proprietary) Limited	Corporation	1	1	65%	2	1.00 South African Rand

Diamond Power International, Inc.³	Diamond Power Specialty Limited	Corporation	500,000	500,000	65%	14 & 21	1.00 Pound Xxxxxxxx

Xxxxxxx & Xxxxxx Nuclear Energy, Inc. (formerly, Babkcock & Xxxxxx Nuclear Power Generation Group, Inc.)	Intech, Inc.	Corporation	2,500	2,500	100%	15	No par

³	The stock certificates list the registered proprietor as Xxxxxxx & Xxxxxx International Sales and Service Corporation. Certificates have not been reissued since the transfer of ownership to Diamond Power International, Inc.

Schedule 3.7 – Page 4


Grantor	Issuer	Type of Organization	# of Shares Owned	Total Shares Outstanding	% of Interest Pledged¹	Certificate No.	Par Value per share
Xxxxxxx & Xxxxxx Power Generation Group, Inc.	National Ecology Company	Corporation	1,000	1,000	100%	4	$1.00

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	North County Recycling, Inc.	Corporation	300	300	100%	5	$1.00

Power Systems Operations, Inc.	O&M Holding Company	Corporation	1,000	1,000	100%	1	$1.00

Xxxxxxx & Xxxxxx Equity Investments, Inc.	P. T. Xxxxxxx & Xxxxxx Asia	Corporation	792	800	65%	0001 - 0297	$500.00

Xxxxxxx & Xxxxxx International Sales and Service Corporation			8		65%	0298 - 0300	$500.00

Power Systems Operations, Inc.	Palm Beach Resource Recovery Corporation	Corporation	60	60	100%	2	No par

Xxxxxxx & Xxxxxx Power Generation Group, Inc.	Power Systems Operations, Inc.	Corporation	1,000	1,000	100%	2	$10.00

Power Systems Operations, Inc.	Revloc Reclamation Service, Inc.	Corporation	1,000	1,000	100%	1	$1.00

Footnotes

Schedule 3.7 – Page 5

**	The 623 Ordinary shares owned by Diamond Power International constitute a majority of the Ordinary shares, but only account for a 48.67% effective ownership. Phothi-Ratana Engineering Co., Ltd. owns all 496 preference shares, which constitute a 50.94% effective ownership.

Schedule 3.7 – Page 6

Pledged LLC Interests:

Grantor

Issuer

Type of
Organization

# of
Shares
Owned

Total
Shares
Outstanding

% of
Interest
Pledged⁴

Certificate No.

Par Value
per share

Xxxxxxx & Xxxxxx Nuclear Energy, Inc.

Xxxxxxx & Xxxxxx Modular Nuclear Energy LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

O&M Holding Company

Delta Power Services, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Diamond Power International, Inc.

Diamond Power do Brasil Limitada

Limited
Liability
Company
(Brazil)

297,000
quotas

300,000
quotas

65%

uncertificated

1.00
Brazilian
Real

Xxxxxxx & Xxxxxx International Sales and Service Corporation

3,000
quotas

65%

Delta Power Services, LLC

DPS Berkeley, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Cadillac, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Florida, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Xxxxxxx, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Xxxxxx Xxxxx, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Mecklenburg, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Michigan, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

⁴	Notwithstanding any Grantor’s delivery to the Collateral Agent of any Certificated Security evidencing more than 65% of the Voting Interest of any Foreign Subsidiary, the Collateral does not include any Excluded Stock.

Schedule 3.7 – Page 7

Grantor

Issuer

Type of
Organization

# of
Shares
Owned

Total
Shares
Outstanding

% of
Interest
Pledged⁴

Certificate No.

Par Value
per share

Delta Power Services, LLC

DPS Mojave, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Piedmont, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Delta Power Services, LLC

DPS Sabine, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Xxxxxxx & Xxxxxx Equity Investments, Inc.

Xxxx Xxxxxx Services, L.L.C.

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Xxxxxxx & Xxxxxx Technology, Inc.

SOFCo-EFS Holdings, LLC

Limited
Liability
Company

N/A

100%

uncertificated

N/A

Pledged Partnership Interests:

Xxxxxxx & Xxxxxx Ebensburg Power, Inc. owns a 49.5% general partnership interest in Ebensburg Power Company (which general partnership interest is uncertificated). Xxxxxxx & Xxxxxx Ebensburg Power, Inc. owns a 1% general partnership interest in Ebensburg Investors Limited Partnership (an unaffiliated third party), which in turn owns the other 50.5% general partnership interest in Ebensburg Power Company.

Pledged Trust Interests:

None.

Pledged Notes:

Amended and Restated Global Intercompany Note dated as of August 6, 2010, payable by the New Borrower and certain of its Subsidiaries to the order of New Borrower, as applicable, and certain of its Subsidiaries extending credit thereunder

Pledged Commodities Contracts:

None.

Schedule 3.7 – Page 8

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JOINDER AND REAFFIRMATION AGREEMENT

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