CREDIT AGREEMENT dated as of May 11, 2015 among THE BABCOCK & WILCOX COMPANY (to be renamed BWX Technologies, Inc. in connection with the Spinoff), as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer,...Credit Agreement • May 15th, 2015 • Babcock & Wilcox Co • Engines & turbines • New York
This CREDIT AGREEMENT is entered into as of May 11, 2015, among THE BABCOCK & WILCOX COMPANY, a Delaware corporation, as the borrower hereunder (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
CREDIT AGREEMENTCredit Agreement • May 24th, 2018 • BWX Technologies, Inc. • Engines & turbines • New York
This CREDIT AGREEMENT is entered into as of May 24, 2018, among BWX TECHNOLOGIES, INC., a Delaware corporation (the “Administrative Borrower”), BWXT Canada Ltd., an Ontario corporation (the “Canadian Borrower” and together with the Administrative Borrower, collectively, the “Borrower” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 25th, 2020 • BWX Technologies, Inc. • Engines & turbines • New York
This CREDIT AGREEMENT is entered into as of May 24, 2018, as amended by Amendment No. 1, dated as of March 24, 2020, among BWX TECHNOLOGIES, INC., a Delaware corporation (the “Administrative Borrower”), BWXT Canada Ltd., an Ontario corporation (the “Canadian Borrower” and together with the Administrative Borrower, collectively, the “Borrower” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
BWX TECHNOLOGIES, INC. as Issuer THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION as Trustee, Paying Agent and Note Registrar INDENTURE Dated as of April 13, 2021 4.125% Senior Notes due 2029Indenture • April 13th, 2021 • BWX Technologies, Inc. • Engines & turbines • New York
INDENTURE dated as of April 13, 2021 (this “Indenture”), among BWX TECHNOLOGIES, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee” and as Paying Agent and Note Registrar (as defined herein)).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 5th, 2015 • BWX Technologies, Inc. • Engines & turbines • Delaware
This Director and Officer Indemnification Agreement, dated as of July 1, 2015 (this “Agreement”), is made by and between BWX Technologies, Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 12, 2022, among BWX TECHNOLOGIES, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto...Credit Agreement • October 12th, 2022 • BWX Technologies, Inc. • Engines & turbines • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 26th, 2014 • Babcock & Wilcox Co • Engines & turbines • Delaware
This Change in Control Agreement (“Agreement”) is by and between The Babcock & Wilcox Company (the “Company”) and E. James Ferland (“Executive”) and supersedes the Change in Control Agreement between Executive and the Company dated as of April 19, 2012.
TRANSITION SERVICES AGREEMENT BETWEEN THE BABCOCK & WILCOX COMPANY (as service provider) and MCDERMOTT INTERNATIONAL, INC. (as service receiver) Dated [ ], 2010Transition Services Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of [ ], 2010, by and between The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and McDermott International, Inc., a Panamanian corporation (“McDermott”).
MASTER SEPARATION AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 8, 2015Master Separation Agreement • June 9th, 2015 • Babcock & Wilcox Co • Engines & turbines • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of June 8, 2015, between The Babcock & Wilcox Company, a Delaware corporation, (“RemainCo”) and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
BWX TECHNOLOGIES, INC. as Issuer THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION as Trustee, Paying Agent and Note RegistrarBWX Technologies, Inc. • May 24th, 2018 • Engines & turbines • New York
INDENTURE dated as of May 24, 2018 (this “Indenture”), among BWX TECHNOLOGIES, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee” and as Paying Agent and Note Registrar (as defined herein)).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
THIS EMPLOYEE MATTERS AGREEMENT dated as of July 2, 2010 among McDermott International, Inc., a Panamanian corporation (“MII”), McDermott Investments, LLC, a Delaware limited liability company (“MI”), The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and Babcock & Wilcox Investment Company, a Delaware corporation (“BWICO”). MII, MI, B&W and BWICO are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 4th, 2015 • BWX Technologies, Inc. • Engines & turbines • Delaware
The Company considers it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the Company recognizes that the possibility of a Change in Control (as defined in Exhibit A to this Agreement) exists and that the uncertainty this raises may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. In order to encourage the continued attention and dedication of key management personnel, this Agreement is being entered into by the Company and Executive.
TRANSITION AGREEMENTTransition Agreement • February 23rd, 2023 • BWX Technologies, Inc. • Engines & turbines • Virginia
This Transition Agreement (this “Agreement”) is entered into by and between, and shall inure to the benefit of and be binding upon, Thomas E. McCabe (“Executive”) and BWX Technologies, Inc., a Delaware corporation (the “Company”), effective as of December 29, 2022 (the “Effective Date”).
EMPLOYEE MATTERS AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 8, 2015Employee Matters Agreement • June 9th, 2015 • Babcock & Wilcox Co • Engines & turbines • Delaware
This EMPLOYEE MATTERS AGREEMENT is entered into as of June 8, 2015 between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
MASTER SEPARATION AGREEMENTMaster Separation Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of July 2, 2010, between McDermott International, Inc., a Panamanian corporation (“MII”) and The Babcock & Wilcox Company, a Delaware corporation (“B&W”). MII and B&W are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
GRANT AGREEMENTGrant Agreement • May 4th, 2018 • BWX Technologies, Inc. • Engines & turbines
By accepting your grant online through the Schwab Equity Award Center, you agree that these incentives are granted under and governed by the terms and conditions of the 2010 Long-Term Incentive Plan of BWX Technologies, Inc. (as amended and restated to date, the “Plan”), and this 2018 Performance Restricted Stock Units Grant Agreement, which is included in the online acceptance process. A copy of the Plan and the Prospectus relating to the stock issued under the Plan can be found at http://equityawardcenter.schwab.com under the “At a Glance/My Company Info” tab in your Schwab account. The Plan and Prospectus are incorporated by reference and made a part of the terms and conditions of your award. If you would like to receive a copy of either the Plan or Prospectus, please contact ______________ at ______________.
NOVATION AND ASSUMPTION AGREEMENT by and among MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation, and BABCOCK & WILCOX HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, and BOUDIN INSURANCE COMPANY,...Novation and Assumption Agreement • June 4th, 2010 • Babcock & Wilcox Co • Engines & turbines • Pennsylvania
THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (the “Effective Date”) by and among MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation (“MII”), BABCOCK & WILCOX HOLDINGS, INC., a Delaware corporation (“B&W”), to be succeeded by The Babcock & Wilcox Company, a Delaware corporation, after the effective time of the Merger, CREOLE INSURANCE COMPANY, LTD., a Bermuda company (“Creole”), and BOUDIN INSURANCE COMPANY, LTD., a Bermuda company (“Boudin”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other MII Entities signatory hereto and the other B&W Entities signatory hereto.
RSU GRANT AGREEMENTRsu Grant Agreement • March 1st, 2011 • Babcock & Wilcox Co • Engines & turbines
The grant of RSUs (as defined below) set forth under this Grant Agreement is being made in connection with the spin-off of The Babcock & Wilcox Company from McDermott International, Inc. pursuant to the Plan (as defined below). This grant, including the terms and conditions thereof as set forth in this Grant Agreement, is issued as a replacement grant in substitution of the Performance Share award granted to you on (the “Original Grant Date”), which award is hereby cancelled.
PLEDGE AND SECURITY AGREEMENT made by BABCOCK & WILCOX INVESTMENT COMPANY and certain Subsidiaries of the Borrower in favor of BANK OF AMERICA, N.A., as Administrative Agent, for the ratable benefit of the Secured Parties Dated as of May 3, 2010Pledge and Security Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 3, 2010, made by each of the signatories hereto (together with any other grantor that may become a party hereto as provided herein, the “Grantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties in connection with that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BABCOCK & WILCOX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the replacement thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuers.
RESTRUCTURING TRANSACTION RETENTION AGREEMENTRestructuring Transaction Retention Agreement • November 6th, 2014 • Babcock & Wilcox Co • Engines & turbines • Delaware
This Restructuring Transaction Retention Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and James Ferland (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).
RESTRUCTURING TRANSACTION SEVERANCE AGREEMENTRestructuring Transaction Severance Agreement • February 25th, 2015 • Babcock & Wilcox Co • Engines & turbines • Delaware
This Restructuring Transaction Severance Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and J. Randall Data (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 8th, 2022 • BWX Technologies, Inc. • Engines & turbines • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 25, 2022, among BWX Technologies, Inc. (the “Issuer”), Citadel Capital Corporation (“Citadel”) and CUNICO CORPORATION (“Cunico”, together with Citadel, the “Guaranteeing Subsidiaries”, and each a “Guaranteeing Subsidiary”), each a subsidiary of the Issuer, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the Indenture referred to below (the “Trustee”).
ContractGrant Agreement • February 25th, 2015 • Babcock & Wilcox Co • Engines & turbines
Effective March 2, 2015 (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) awarded you a grant of restricted stock units (“RSUs”) under the 2010 Long-Term Incentive Plan of B&W, as amended and restated February 25, 2014 (the “Plan”). The provisions of the Plan are incorporated herein by reference.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of July 2, 2010, by and between McDermott International, Inc., a Panamanian corporation (“McDermott”), and The Babcock & Wilcox Company, a Delaware corporation (“B&W”).
RESTRUCTURING TRANSACTION RETENTION AGREEMENTRestructuring Transaction Retention Agreement • November 6th, 2014 • Babcock & Wilcox Co • Engines & turbines • Delaware
This Restructuring Transaction Retention Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • March 1st, 2011 • Babcock & Wilcox Co • Engines & turbines
The grant of Options (as defined below) set forth under this Grant Agreement is being made in connection with the spin-off of The Babcock & Wilcox Company from McDermott International, Inc. pursuant to the Plan (as defined below). This grant, including the terms and conditions thereof as set forth in this Grant Agreement, is issued as a replacement grant in substitution of the stock option award granted to you on - (the “Original Grant Date”), which award is hereby cancelled.
NOVATION AND ASSUMPTION AGREEMENT by and among ACE American Insurance Company, acting for itself and its affiliates including, without limitation, Pacific Employers Insurance Company; ACE INA Insurance Company; ACE Insurance Company; Insurance Company...Novation and Assumption Agreement • June 4th, 2010 • Babcock & Wilcox Co • Engines & turbines • Pennsylvania
THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (the “Effective Date”) by and among ACE American Insurance Company, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Creole Insurance Company, Ltd., a Bermuda company (“Creole”), and Boudin Insurance Company, Ltd., a Bermuda company (“Boudin”).
ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and among ACE American Insurance Company, acting for itself and the ACE Affiliates (as defined below) and MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation and BABCOCK & WILCOX HOLDINGS, INC., a...Assumption and Loss Allocation Agreement • June 4th, 2010 • Babcock & Wilcox Co • Engines & turbines • Pennsylvania
THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (the “Effective Date”) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the “Company”), MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation (“MII”), BABCOCK & WILCOX HOLDINGS, INC., a Delaware corporation (“B&W”), to be succeeded by The Babcock & Wilcox Company, a Delaware corporation, after the effective time of the Merger, and, solely with respect to Sections 2, 3 and 5(c), the other MII Entities signatory hereto and the other B&W Entities signatory hereto.
SECURITIES PURCHASE AGREEMENT among USEC INC. TOSHIBA CORPORATION and BABCOCK & WILCOX INVESTMENT COMPANY as of May 25, 2010Securities Purchase Agreement • June 4th, 2010 • Babcock & Wilcox Co • Engines & turbines • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 25th day of May, 2010, among USEC INC., a Delaware corporation (the “Company”), and TOSHIBA CORPORATION, a corporation organized under the laws of Japan (“Toshiba”), and BABCOCK & WILCOX INVESTMENT COMPANY, a Delaware corporation (“B&W”) (each, an “Investor” and, collectively, the “Investors”; the Investors together with any assignee or transferee of the Series B-1 12.75% Preferred Stock, Series B-2 11.5% Preferred Stock or Warrants (each as defined below) in accordance with the terms hereof, the “Holders” and the Investors together with the Company, the “Parties”). Capitalized terms used herein, but not otherwise defined, have the meanings set forth in Exhibit A hereto.
AMENDMENT NO. 2 TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 8th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
THIS AMENDMENT NO. 2 TO EMPLOYEE MATTERS AGREEMENT dated as of August 10, 2010 (this “Amendment”) is among McDermott International, Inc., a Panamanian corporation (“MII”), McDermott Investments, LLC, a Delaware limited liability company (“MI”), The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and Babcock & Wilcox Investment Company, a Delaware corporation (“BWICO” and, together with MII, MI and B&W, the “Parties”).
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT made by THE BABCOCK & WILCOX COMPANY and certain Subsidiaries of the Borrower in favor of BANK OF AMERICA, N.A., as Administrative Agent, for the ratable benefit of the Secured Parties Dated as...Pledge and Security Agreement • June 26th, 2014 • Babcock & Wilcox Co • Engines & turbines • New York
This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of June 24, 2014, made by each of the signatories hereto (together with any other grantor that may become a party hereto as provided herein, the “Grantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties in connection with that certain Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among THE BABCOCK & WILCOX COMPANY, a Delaware corporation, as the borrower thereunder, the Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuers. This Agreement amends and restates in its entirety that certain Amended and Restated Pledge and Security Agreement, dated as of June 8, 2012 (as amended, restated, supplemented or otherwise modified
2020 PERFORMANCE RESTRICTED STOCK UNITS GRANT AGREEMENTGrant Agreement • May 4th, 2020 • BWX Technologies, Inc. • Engines & turbines
Vested percentages between the amounts shown will be calculated by linear interpolation. The vested percentage applicable to ROIC will be 0% if the Average ROIC for the Performance Period is below xx.x%. In no event will the vested percentage applicable to ROIC be greater than 200%.
TAX SHARING AGREEMENTTax Sharing Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ] [ ], 2010, between J. Ray Holdings, Inc., a Delaware corporation (“J. Ray U.S.”) and Babcock &Wilcox Holdings, Inc., a Delaware corporation f/k/a McDermott Holdings, Inc. (“BHI”), and, solely for the purpose set forth on its signature page to this Agreement, The Babcock & Wilcox Company, a Delaware corporation (“B&W”). BHI and J. Ray U.S. are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Unless otherwise indicated, all “Section” references in this Agreement are to the various sections of this Agreement.
JOINDER AGREEMENTJoinder Agreement • August 3rd, 2020 • BWX Technologies, Inc. • Engines & turbines • New York
This JOINDER AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 9, 2020 between BWXT MT. ATHOS, LLC, a Delaware limited liability company (the “New Subsidiary”), and WELLS FARGO BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of May 24, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BWX TECHNOLOGIES, INC., a Delaware corporation, as a borrower thereunder (the “Administrative Borrower”), BWXT CANADA LTD., an Ontario corporation (the “Canadian 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 here
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2014 • Babcock & Wilcox Co • Engines & turbines • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 5, 2014 by and among The Babcock & Wilcox Company, a Delaware limited liability company (“B&W”), Babcock & Wilcox Power Generation Group, Inc., a wholly owned subsidiary of B&W (the “Company”), and E. James Ferland (the “Executive” and, together with the Company, the “Parties”), effective as of the Effective Date (as defined below).
