CREDIT AGREEMENT dated as of May 11, 2015 among BABCOCK & WILCOX ENTERPRISES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto BNP PARIBAS, JPMORGAN CHASE...Credit Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This CREDIT AGREEMENT is entered into as of May 11, 2015, 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, Swing Line Lender and an L/C Issuer.
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”).
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.
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.
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.
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.”
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.
REINSURANCE 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;...Reinsurance Novation and Assumption Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania
THIS REINSURANCE NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of June 19, 2015 (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 South Carolina corporation (“Creole”), and Dampkraft Insurance Company, a South Carolina company (“Dampkraft”).
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.
INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX POWER GENERATION GROUP, INC. and BWXT FOREIGN HOLDINGS, LLC 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 at 6:50 pm Eastern Time (the “Effective Date”), between Babcock & Wilcox Power Generation Group, Inc., a Delaware corporation, (“PGG”) and BWXT Foreign Holdings, LLC, a Delaware limited liability company (“BWXT”). BWXT 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.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 4th, 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.
ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and among ACE American Insurance Company, acting for itself and the ACE Affiliates (as defined below) and Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State...Assumption and Loss Allocation Agreement • August 4th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania
THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the “Agreement”), is entered into and effective as of June 19, 2015 (the “Effective Date”) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”), and The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and, solely with respect to Sections 2, 3 and 5(c), the other SpinCo Entities signatory hereto and the other RemainCo Entities signatory hereto.
INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX TECHNOLOGY, LLC and BABCOCK & WILCOX INVESTMENT COMPANY dated as of June 27, 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 27, 2015 at 6:10 pm Eastern Time (the “Effective Date”), between Babcock & Wilcox Technology, LLC, a Delaware limited liability company (“BWTI”) and Babcock & Wilcox Investment Company, a Delaware corporation (“BWICO”). BWTI 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 meanings ascribed to such terms in Article 1 hereof.
