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”).
EXECUTION COPY SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of January 18, 2024 among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), the other parties identified...Security and Pledge Agreement • March 15th, 2024 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces
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.
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. 7.75% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
EXECUTION COPY CREDIT AGREEMENT Dated as of January 18, 2024 among BABCOCK & WILCOX ENTERPRISES, INC., as the Borrower, SUBSIDIARIES OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as the Guarantors, AXOS BANK, as Administrative Agent, Swingline...Credit Agreement • March 15th, 2024 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
BABCOCK & WILCOX ENTERPRISES, INC. 8.125% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
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.
ContractWarrant Agreement • July 24th, 2019 • Babcock & Wilcox Enterprises, Inc. • 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.
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. 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.At Market Issuance Sales Agreement • July 7th, 2021 • Babcock & Wilcox Enterprises, Inc. • 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:
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”).
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).
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.
DB1/ 132700652.11 WAIVER AND SECOND AMENDMENT TO REIMBURSEMENT, GUARANTY AND SECURITY AGREEMENT THIS WAIVER AND SECOND AMENDMENT TO REIMBURSEMENT, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of November 8, 2022, is entered into by and...Reimbursement, Guaranty and Security Agreement • March 16th, 2023 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces
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”).
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”).
Execution Version 1 47597714v16 B. RILEY FINANCIAL, INC. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 Babcock & Wilcox Enterprises, Inc. 1200 E Market Street – Suite 650 Akron, OH 44305 USA January 18, 2024 Fee and Reimbursement Agreement...Fee and Reimbursement Agreement • March 15th, 2024 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
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”).
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.
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”).
Re: Amendment No. 20 and Refinancing Term SheetCredit Agreement • February 3rd, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
Reference is made to (i) that certain Amendment No. 20, dated as of the date hereof (the “Amendment”) to that certain Credit Agreement, dated as of May 11, 2015 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 10, 2016, Amendment No. 2 to Credit Agreement, dated as of February 24, 2017, Amendment No. 3 to Credit Agreement, dated as of August 9, 2017, Amendment No. 4 to Credit Agreement, dated as of September 20, 2017, Amendment No. 5 to Credit Agreement, dated as of March 1, 2018, Amendment No. 6 to Credit Agreement, dated as of April 10, 2018, Consent and Amendment No. 7 to Credit Agreement, dated as of June 1, 2018, Amendment No. 8 to Credit Agreement, dated as of August 9, 2018, Amendment No. 9 and Consent to Credit Agreement, dated as of September 14, 2018, Amendment No. 10 to the Credit Agreement, dated as of September 28, 2018, Amendment No. 11 to the Credit Agreement, dated as of October 4, 2018, Amendment No. 12 to the Credit Agreement, dated as of October 3
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.
GUARANTYGuaranty • March 15th, 2024 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
GUARANTY (this “Guaranty”), dated as of January 18, 2024, by B. RILEY FINANCIAL, INC. (the “Guarantor”), in favor of (i) AXOS BANK, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below), and (ii) such Secured Parties.
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”).
To: Babcock & Wilcox Enterprises, Inc. 1200 East Market Street, Suite 650 Akron, Ohio Attention: General Counsel Re: That certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented, restated, amended and...Credit Agreement • May 15th, 2020 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York
This letter agreement (this “Fee Letter”) is delivered to you in connection with (a) the Credit Agreement and (b) that certain Fee and Interest Equitization Agreement, dated as of the date hereof (the “Equitization Agreement”), by and between the Company, B. Riley Financial, Inc. (“B. Riley”) and B. Riley FBR, Inc. Capitalized terms used but not defined herein have the meaning given to them in the Credit Agreement.
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.”
