AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2017 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2019 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Ohio
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2019 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”) and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 25th, 2016 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This Director and Officer Indemnification Agreement, dated as of the ___ day of _____, 20___ (this “Agreement”), is made by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and [insert name of director or officer] (“Indemnitee”).
BABCOCK & WILCOX ENTERPRISES, INC. 7.75% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK UNDERWRITING AGREEMENTBabcock & Wilcox Enterprises, Inc. • May 7th, 2021 • Heating equipment, except electric & warm air furnaces • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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.
BABCOCK & WILCOX ENTERPRISES, INC. INDENTURE Dated as of February 12, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee CROSS-REFERENCE TABLE*Indenture • February 12th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
INDENTURE, dated as of February 12, 2021 by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • May 15th, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 14, 2020, among BABCOCK & WILCOX ENTERPRISES, INC., 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 and an L/C Issuer.
MASTER SEPARATION AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 8, 2015Master Separation Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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.
AMENDMENT NO. 20 TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This AMENDMENT NO. 20 TO CREDIT AGREEMENT (this “Amendment”), dated as of January 31, 2020, is among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto, and, for purposes of Sections 1, 4, 7, 8 and 10 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors.
EMPLOYEE MATTERS AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 8, 2015Employee Matters Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Ohio
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 19th day of November, 2018 (the “Effective Date”), by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) and Henry Bartoli, an individual resident of the State of New Jersey (the “Executive”).
BABCOCK & WILCOX ENTERPRISES, INC.Babcock & Wilcox Enterprises, Inc. • July 7th, 2021 • Heating equipment, except electric & warm air furnaces • New York
Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with B. Riley Securities, Inc. ("BRS") as follows:
FEE AND INTEREST EQUITIZATION AGREEMENTFee and Interest Equitization Agreement • May 15th, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Fee and Interest Equitization Agreement (this “Agreement”), dated as of May 14, 2020, is made by and among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), B. Riley Financial, Inc. (“B. Riley Financial”) and, solely for purposes of Section 13 hereof, B. Riley FBR, Inc. (“B. Riley FBR”). As used herein, “Parties” refers collectively to the Company and B. Riley Financial.
FORM OF TRANSITION SERVICES AGREEMENT between THE BABCOCK & WILCOX COMPANY (as service provider) and BABCOCK & WILCOX ENTERPRISES, INC. (as service receiver) Dated [ ], 2015Transition Services Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of [ ], 2015, by and between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”).
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • May 15th, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This LIMITED GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Limited Guaranty”), dated as of May 14, 2020, is made by B. RILEY FINANCIAL, INC. (the “Limited Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Administrative Agent, the Revolving Credit Lenders, each L/C Issuer, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement described below and the other Persons to whom the Guaranteed Obligations are owed (collectively, the “Guaranteed Parties”).
ContractBabcock & Wilcox Enterprises, Inc. • July 24th, 2019 • Heating equipment, except electric & warm air furnaces • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NONE OF THIS WARRANT, SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
RESTRUCTURING TRANSACTION RETENTION AGREEMENTRestructuring Transaction Retention Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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 • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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”).
TRANSITION SERVICES AGREEMENT between THE BABCOCK & WILCOX COMPANY (as service provider) and BABCOCK & WILCOX ENTERPRISES, INC. (as service receiver) Dated June 8, 2015Transition Services Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of June 8, 2015, by and between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”).
AMENDMENT NO. 18 TO CREDIT AGREEMENTCredit Agreement • March 30th, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This AMENDMENT NO. 18 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 13, 2019, is among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto, and, for purposes of Sections 1, 2, 5, 6 and 8 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors.
FORM OF RESTRUCTURING TRANSACTION RETENTION AGREEMENTRestructuring Transaction Retention Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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”).
INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX CANADA LTD. and BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP. dated as of May 29, 2015Intellectual Property Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of May 29, 2015 (the “Effective Date”), between Babcock & Wilcox Canada Ltd., an entity formed in Ontario (“Canada Nuclear”) and Babcock & Wilcox Power Generation Group Canada Corp., a Nova Scotia unlimited liability company (“Canada Thermal”). Canada Nuclear and Canada Thermal 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.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 8th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 4, 2021, is among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto, for purposes of Sections 1, 2, 5(a), 6, and 8 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors, and, for purposes of Section 5(b), B. Riley Financial, Inc., as Limited Guarantor.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 2nd, 2016 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This Change in Control Severance Agreement (“Agreement”) is by and between Babcock & Wilcox Enterprises, Inc. (the “Company”) and __________________ (“Executive”).
TAX SHARING AGREEMENT by and between Remainco and Spinco Dated as of June 8, 2015Tax Sharing Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces
This TAX SHARING AGREEMENT (this “Agreement”), dated as of June 8, 2015, is made by and between Babcock & Wilcox Company, a Delaware corporation (“Remainco”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“Spinco”), a wholly owned subsidiary of Remainco. Remainco and Spinco are sometimes referred to herein individually as a “Party”, and collectively as the “Parties.”
Babcock & Wilcox Enterprises, Inc. Barberton, Ohio 44203Babcock & Wilcox Enterprises, Inc. • April 5th, 2019 • Heating equipment, except electric & warm air furnaces • Delaware
As part of Amendment No. 16 (the “Amendment”) to the Credit Agreement, dated as of May 11, 2015 (as amended and supplemented, the “Credit Agreement”), among Babcock & Wilcox Enterprises, Inc. (the “Company”), as the borrower, Bank of America, N.A., as administrative agent, and the other lenders party thereto, B. Riley FBR, Inc. (“B. Riley”) has agreed to extend $150,000,000 of Tranche A-3 Term Loans (as defined in the Amendment), on the terms and subject to the conditions set forth in the Amendment. In connection with the entry into the Amendment and the extension of the Tranche A-3 Term Loans, B. Riley, Vintage Capital Management LLC (“Vintage”) and the Company (each a “Party” and, together, the “Parties”) hereby agree as follows:
INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX mPOWER, INC. and BABCOCK & WILCOX POWER GENERATION GROUP, INC. dated as of May 29, 2015Intellectual Property Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of May 29, 2015 (the “Effective Date”), between Babcock & Wilcox mPower, Inc., a Delaware corporation, (“mPower”) and Babcock & Wilcox Power Generation Group, Inc., a Delaware corporation (“PGG”). mPower and PGG 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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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).
BABCOCK & WILCOX ENTERPRISES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
BABCOCK & WILCOX ENTERPRISES, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 26, 2015Intellectual Property Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of June 26, 2015 (the “Effective Date”), 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 1 hereof.
STOCK PURCHASE AGREEMENT AMONG B&W EQUITY INVESTMENTS, LLC BABCOCK & WILCOX MEGTEC HOLDINGS, INC., BABCOCK & WILCOX MEGTEC, LLC, THE BABCOCK & WILCOX COMPANY, BABCOCK & WILCOX UNIVERSAL, INC., BABCOCK & WILCOX ENTERPRISES, INC., DURR INC., AND DÜRR...Stock Purchase Agreement • August 9th, 2018 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This Stock Purchase Agreement is dated as of June 5, 2018 (this “Agreement”) and is among B&W Equity Investments, LLC, a Delaware limited liability company (“MEGTEC Seller”), The Babcock & Wilcox Company, a Delaware corporation (“Universal Seller” and together with MEGTEC Seller, each, a “Seller” and together, the “Sellers”), Babcock & Wilcox MEGTEC Holdings, Inc., a Delaware corporation (“Holdings”), Babcock & Wilcox MEGTEC, LLC, a Delaware limited liability company (“MEGTEC US”), Babcock & Wilcox Universal, Inc., a Wisconsin corporation (“Universal” and together with Holdings and MEGTEC US, each a “Company” and together, the “Companies”), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“Seller Parent”), Durr Inc., a Delaware corporation (“Buyer”) and a wholly owned Subsidiary of Dürr Aktiengesellschaft, a German stock corporation (“Parent”), and Parent (collectively, the “Parties”) solely for purposes of Sections 3.1-3.5, 4.5, 8.2 and 8.14. Capitalized terms, unless
AND SECURITY AGREEMENT MSD PCOF PARTNERS XLV, LLC (AS AGENT) AND THE CASH COLLATERAL PROVIDERS PARTY HERETOAnd • July 7th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
Reimbursement Credit, Guaranty and Security Agreement dated as of June 30, 2021, by and among BABCOCK &WILCOX ENTERPRISES, INC. (the “Parent”), a corporation organized under the laws of the State of Delaware (together with each Person which may hereafter be joined hereto as a borrower from time to time, collectively, the “Borrowers” and each, a “Borrower”), those Subsidiaries of Parent party hereto and named on the signature pages hereto as “Guarantors” (together with each Person which may hereafter be joined hereto as a guarantor from time to time, collectively, the “Guarantors”, and each, a “Guarantor”, and together with the Borrowers, collectively, the “Loan Parties” and each, a “Loan Party”), the financial institutions which are now or hereafter become parties hereto (collectively, the “Cash Collateral Providers” and each a “Cash Collateral Provider”), and MSD PCOF Partners XLV, LLC (“MSD”), in its capacity as agent for the Cash Collateral Providers (in such capacity, together with
LETTER AGREEMENTLetter Agreement • June 4th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
Reference is made to that certain Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of May 14, 2020 (as amended through Amendment No. 1, dated as of October 30, 2020, Amendment No. 2, dated as of February 8, 2021, Amendment No. 3, dated as of March 4, 2021, Amendment No. 4, dated as of March 26, 2021, and Amendment No. 5, dated as of May 10, 2021), by and among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), as the borrower, Bank of America, N.A., as administrative agent, and each of the Lenders party thereto, including B. Riley Financial, Inc. (“B. Riley,” and, together with the Company, the “Parties”); and that certain Underwriting Agreement, dated May 4, 2021, by and between the Company and B. Riley Securities, Inc. as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company issued and sold to the Underwriters 4,000,000 shares (the “Underwritten Shares”) of 7.75% Series A Cumulativ
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2017 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 9, 2017, is among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto, and, for purposes of Sections 2, 3, 6, 7 and 9 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors.