NOVATION AND ASSUMPTION AGREEMENT by and among THE BABCOCK & WILCOX COMPANY, a Delaware corporation, and BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation, and DAMPKRAFT INSURANCE COMPANY, a South Carolina corporation and CREOLE INSURANCE...

Exhibit 10.7

EXECUTION VERSION

NOVATION AND ASSUMPTION AGREEMENT

by and among

THE XXXXXXX & XXXXXX COMPANY,

a Delaware corporation,

and

XXXXXXX & XXXXXX ENTERPRISES, INC.,

a Delaware corporation,

and

DAMPKRAFT INSURANCE COMPANY, a South Carolina corporation

and

CREOLE INSURANCE COMPANY, a South Carolina corporation,

RECITALS

THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of June 19, 2015 (the “Effective Date”) by and among THE XXXXXXX & XXXXXX COMPANY, a Delaware corporation (“RemainCo”), XXXXXXX & XXXXXX ENTERPRISES, INC., a Delaware corporation (“SpinCo”), CREOLE INSURANCE COMPANY, a South Carolina corporation (“Creole”), and DAMPKRAFT INSURANCE COMPANY, LTD., a South Carolina corporation (“Dampkraft”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other RemainCo Entities signatory hereto and the other SpinCo Entities signatory hereto.

WHEREAS, Creole has issued the Existing Policies to one or more RemainCo Entities and one or more SpinCo Entities;

WHEREAS, pursuant to the Existing Policies, Creole is obligated, among other things, to pay or reimburse RemainCo Entities and/or SpinCo Entities for certain obligations;

WHEREAS, SpinCo, prior to the Separation, is a wholly owned Subsidiary of RemainCo;

WHEREAS, RemainCo intends to spin-off SpinCo from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “Separation”);

WHEREAS, in connection with the Separation, Creole desires to transfer and Dampkraft desires to assume any Transferable Creole Policies insofar as such policies relate to SpinCo Entities;

WHEREAS, RemainCo and SpinCo are parties, together with ACE American Insurance Company and certain of its affiliates (collectively, “ACE”) to a certain Assumption and Loss Allocation Agreement (the “ALAA”) that, among other things, assists in effecting the Separation by identifying certain RemainCo Obligations and certain SpinCo Obligations and allocating liability and responsibility therefor;

WHEREAS, certain of the liabilities of RemainCo and/or SpinCo and their respective Affiliates that are insured by the Existing Policies under this Agreement are RemainCo Obligations and/or SpinCo Obligations under the ALAA, and the parties desire that the allocation of liability in this Agreement conform to that in the ALAA insofar as such overlap may exist; and

WHEREAS, each of RemainCo and SpinCo, each for itself and for its respective Subsidiaries, is willing to consent to the transfer, assumption, and novation of the matters set forth herein, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

“ACE” has the meaning set forth in the recitals to this Agreement.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the recitals to this Agreement.

“ALAA” has the meaning set forth in the recitals to this Agreement.

“Assumption Time” means the time at which the Separation is effective on the Effective Date.

“Dampkraft Assumption and Novation” has the meaning set forth in Section 2(a)(i).

“Effective Date” has the meaning set forth in the recitals to this Agreement.

“Existing Policies” means the Transferable Creole Policies and the Wholly Retained Creole Policies.

“Insured,” as a noun in reference to one or more insurance policies, means any Person who is insured by such policy or policies, regardless of whether such Person is designated an “Insured” or a “Named Insured” in such policy or is otherwise expressly identified therein.

- 2 -

“Insured SpinCo Obligation” means an obligation of Creole or Dampkraft under the Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a SpinCo Entity or (b) to ACE or its Affiliates that is a SpinCo Obligation under the ALAA.

“Insured RemainCo Obligation” means an obligation of Creole under the Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a RemainCo Entity or (b) to ACE or its Affiliates that is an RemainCo Obligation under the ALAA.

“Insurer,” as a noun in reference to one or more insurance policies, means the Person identified in such policy or policies as the insurer.

“Loss Portfolio” means (a) all of the accumulated reserves (actual and incurred but not reported) which Creole holds in respect of its liabilities (actual and contingent) under the Transferable Creole Policy, (b) the unearned premium reserve with respect to each Transferable Creole Policy, (c) the other liabilities (comprising accounts payable, accrued expenses and loss payables) and (d) an amount as agreed upon between Creole and Dampkraft with respect to a loss deterioration reserve under the Transferable Creole Policy.

“Master Separation Agreement” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in connection with the Separation.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents.

“Parties” means RemainCo, SpinCo, Dampkraft and Creole collectively (and each individually is a “Party”).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“RemainCo” has the meaning set forth in the recitals to this Agreement.

“RemainCo Entity” means RemainCo and each of the entities listed on Exhibit II attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the RemainCo Entities will not be Subsidiaries or Affiliates of SpinCo or any of the other SpinCo Entities.

“RemainCo Obligations” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.

“Separation” has the meaning set forth in the recitals to this Agreement.

- 3 -

“SpinCo” has the meaning set forth in the recitals to this Agreement.

“SpinCo Entity” means SpinCo and each of the entities listed on Exhibit I attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the SpinCo Entities will not be Subsidiaries or Affiliates of RemainCo or any of the other RemainCo Entities.

“SpinCo Obligations” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“Transferable Creole Policy” means each insurance policy issued prior to the date hereof by Creole on which an SpinCo Entity is named or otherwise identified as an insured (including without limitation by being within a generic description such as “Affiliates” or “Subsidiaries”).

“Transferred Dampkraft Policy” means, as to any Transferable Creole Policy after the Assumption Time and giving effect to this Agreement, the aggregate of all rights, duties, and obligations of Dampkraft with respect to the SpinCo Entities that were, prior to the Assumption Time, Insureds of Creole under such Transferable Creole Policy

“Wholly Retained Creole Policy” means an insurance policy issued by Creole to one or more RemainCo Entities (and possibly others) that is not a Transferable Creole Policy.

2. Assumption.

(a) Dampkraft Assumption and Novation. Notwithstanding anything in any Transferable Creole Policy to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, (x) so much of each Transferable Creole Policy as relates to SpinCo or any SpinCo Entity as an Insured thereunder; and (y) any and all rights and obligations of Creole under any of the Existing Policies that arise from Insured SpinCo Obligations. In connection with and implementation of such transfer, assignment, and novation:

(i) Dampkraft hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Transferable Creole Policies and with respect to the Insured SpinCo Obligations, both insofar as transferred above (the “Dampkraft Assumption and Novation”); and

(ii) Each SpinCo Entity that is a signatory hereto hereby consents to, and agrees to give full force and effect to, the Dampkraft Assumption and Novation. From and

- 4 -

after the Assumption Time, Dampkraft and not Creole shall be treated as the applicable SpinCo Entity’s contractual counterparty with respect to the contracts and mutual rights and obligations subject to the Dampkraft Assumption and Novation. Without limitation, each SpinCo Entity:

a. may enforce against Dampkraft its rights under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation to the same extent such Person could, prior to the Dampkraft Assumption and Novation, enforce such rights against Creole, and

b. shall perform for the benefit of Dampkraft any obligation under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation to the same extent such Person was obligated, prior to the Dampkraft Assumption and Novation, to perform such obligations for the benefit of Creole, and

c. releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Creole Policy or with respect to any Insured SpinCo Obligation.

(iii) With respect to each Transferable Creole Policy that is subject to the Dampkraft Assumption and Novation, the aggregate of rights, duties, and obligations set forth in subsections (a)(i) and (a)(ii) above shall be treated as the Transferred Dampkraft Policy relating to such Transferable Creole Policy.

(b) No Transfer or Novation of Insured RemainCo Obligations to SpinCo Entities. Except to the extent that the Wholly Retained Creole Policies are determined to cover Insured SpinCo Obligations notwithstanding the absence of any SpinCo Entity as an Insured thereunder, the Wholly Retained Creole Policies are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Transferable Creole Policies are novated to Dampkraft as set forth above only to the extent that one or more SpinCo Entities is an insured thereunder. To the extent that RemainCo Entities are insureds under the Transferable Creole Policies, the Parties acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the Insurer under the Transferable Creole Policies. The Parties further acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the Insurer with respect to the Insured RemainCo Obligations.

(c) No Effect on Aggregate Limits of Liability. For the avoidance of doubt, it is understood and agreed that the aggregate liability of Creole and Dampkraft, taken together, is not intended to be, and shall be deemed not to be, increased by implementation of this Agreement. In particular, and without limitation, to the extent that any Transferable Creole Policy contains an aggregate limit of liability, that aggregate limit of liability shall, after the

- 5 -

Assumption Time, apply as a single, joint aggregate limit of liability as between (i) the resulting Transferred Dampkraft Policy and (ii) the portions of the Transferable Creole Policy that are retained pursuant to Section 2(b) above. Disputes as to priority of claims and/or allocation of the single, joint aggregate limit of liability shall be resolved pursuant to Section 12 hereof.

(d) Transfer of Assets. In consideration of Dampkraft’s agreement to assume and discharge Creole’s obligations under each Transferable Creole Policy, Creole agrees to transfer to Dampkraft no later than 30 days after the Effective Date all of the assets, liabilities, rights and obligations comprising the aggregate value of the Loss Portfolio.

3. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party.

4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

5. No Waiver. The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

6. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or email transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile or email shall be deemed to be their original signatures for all purposes.

7. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

8. Parties’ Representations. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity

- 6 -

principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

9. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by a recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:

If to Dampkraft:		Dampkraft Insurance Company, c/o Babcock & Xxxxxx
or any SpinCo Entity:		Enterprises, Inc.
		13024 Ballantyne Xxxxxxxxx Xxxxx, Xxxxx 000
		Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
		Attention:		Senior Manager - Insurance (with copy to General Counsel)
		Telephone:		(000) 000.0000
		Facsimile:		(000) 000.0000
		Electronic Mail:		xxxxxxxxx@xxxxxxx.xxx
If to Creole:		Creole Insurance Company
or any RemainCo Entity:
		Creole Insurance Company, c/o The Xxxxxxx & Xxxxxx Company, Inc.
		00000 Xxxxx Xxxxxxxxx Xxxxx Xxxx
		Xxxxx 000
		Xxxxxxxxx, XX 00000
		Attention:		Chief Risk Officer
				(with copy to General Counsel)
		Telephone:		(000) 000.0000
		Facsimile:		(000) 000-0000
		Electronic Mail:		xxxxxxxxx@xxxx.xxx

Any notice or communication to any Person shall be deemed to be received by that Person:

(A) upon personal delivery; or

(B) upon receipt if sent by mail or overnight courier.

- 7 -

10. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction.

11. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA, AND THE PARTIES FURTHER ACKNOWLEDGE THE CONTROLLING NATURE OF THE ALAA WITH RESPECT TO DISPUTE RESOLUTION, AS SET FORTH IN THE FOLLOWING PARAGRAPH.

12. Dispute Resolution. Any and all disputes arising out of this Agreement shall be resolved in accordance with the procedures set for in Section V of the Master Separation Agreement. Issues as to whether a given obligation is an Insured SpinCo Obligation or an Insured RemainCo Obligation shall be resolved as set forth in the ALAA, which resolution shall be binding for all purposes of this Agreement. Any such assertions may be made, to the extent appropriate, in connection with the dispute resolution under the ALAA but may not be made as a basis for challenging such resolution.

13. Severability. If any term or other provision of this Agreement or the Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

14. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s

- 8 -

successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

- 9 -

IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have executed this Agreement, by their duly authorized representatives.

THE XXXXXXX & XXXXXX COMPANY
By:		/s/ Xxxxx X. Black
Name:		Xxxxx X. Black
Title:		Vice President & Chief Accounting Officer
CREOLE INSURANCE COMPANY
By:		/s/ Xxxxx X. Black
Name:		Xxxxx X. Black
Title:		Vice President and Treasurer
XXXXXXX & XXXXXX ENTERPRISES, INC.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Senior Vice President and Chief Accounting Officer
DAMPKRAFT INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President and Treasurer

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTION 2:

SPINCO ENTITIES:
ADTEC AB
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Signatory
B&W PGG LUXEMBOURG CANADA HOLDINGS SARL
B&W PGG LUXEMBOURG FINANCE SARL
B&W PGG LUXEMBOURG HOLDINGS SARL
XXXXXXX & XXXXXX MONTERREY FINANCE SARL
By:		/s/ Xxxxx X. Black
Name:		Xxxxx X. Black
Title:		Type A Manager
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Type B Manager

AMERICON EQUIPMENT SERVICES, INC.
AMERICON, INC.
B&W DE PANAMA, INC.
XXXXXXX & XXXXXX CONSTRUCTION CO., INC.
XXXXXXX & XXXXXX DE MONTERREY S.A. DE X.X.
XXXXXXX & XXXXXX EBENSBURG POWER, LLC
XXXXXXX & XXXXXX EQUITY INVESTMENTS, LLC
XXXXXXX & XXXXXX INDIA HOLDINGS, INC.
XXXXXXX & XXXXXX INTERNATIONAL INVESTMENTS CO., INC.
XXXXXXX & XXXXXX INTERNATIONAL SALES AND SERVICE CORPORATION
XXXXXXX & XXXXXX INTERNATIONAL, INC.
XXXXXXX & XXXXXX POWER GENERATION GROUP CANADA CORP.
XXXXXXX & XXXXXX VOLUND A/S
DELTA POWER SERVICES, LLC
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Treasurer

DIAMOND OPERATING CO., INC.
DIAMOND POWER AUSTRALIA HOLDINGS, INC.
DIAMOND POWER CHINA HOLDINGS, INC.
DIAMOND POWER EQUITY INVESTMENTS, INC.
DIAMOND POWER INTERNATIONAL, INC.
DPS ANSON, LLC
DPS BERLIN, LLC
DPS CADILLAC, LLC
DPS FLORIDA, LLC
DPS XXXXXXX, LLC
DPS MECKLENBURG, LLC
DPS PIEDMONT, LLC
EBENSBURG ENERGY, LLC
MEGTEC ACQUISITION, LLC
MEGTEC ENERGY & ENVIRONMENTAL LLC
XXXXXXX & XXXXXX
MEGTEC HOLDINGS, INC.
MEGTEC INDIA HOLDINGS, LLC
MEGTEC SYSTEMS AUSTRALIA, INC.
MEGTEC SYSTEMS, INC.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Treasurer

MEGTEC TURBOSONIC TECHNOLOGIES, INC.
MTS ASIA, INC.
O&M HOLDING COMPANY
PALM BEACH RESOURCE RECOVERY CORPORATION
POWER SYSTEMS OPERATIONS, INC.
REVLOC RECLAMATION SERVICE, INC.
SERVICIOS DE FABRICACION DE XXXXX SOLEADO, S.A. DE C.V.
SERVICIOS PROFESIONALES DE XXXXX SOLEADO, S.A. DE C.V.
SOFCO – EFS HOLDINGS LLC
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Treasurer
XXXXXXX & XXXXXX GLOBAL SALES & SERVICES – CHILE SPA
By:		/s/ Xxxx X. Low
Name:		Xxxx X. Low
Title:		Director
XXXXXXX & XXXXXX GLOBAL SALES & SERVICES SARL
By:		/s/ Xxxxx X. Black
Name:		Xxxxx X. Black
Title:		Type A Manager
By:		/s/ Xxxx X. Low
Name:		Xxxx X. Low
Title:		Type B Manager

XXXXXXX & XXXXXX HOLDINGS, INC.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Senior Vice President and Chief Financial Officer
XXXXXXX & XXXXXX POWER GENERATION GROUP, INC.
XXXXXXX & XXXXXX TECHNOLOGY, LLC
DAMPKRAFT INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President and Treasurer
DIAMOND POWER CENTRAL & EASTERN EUROPE S.R.O.
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Managing Director
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Supervisory Director
DIAMOND POWER DO BRASIL LIMITADA
By:		/s/ Xxxxxxxx Xxxxx Xxxxx xx Xxxxxxxx
Name:		Xxxxxxxx Xxxxx Xxxxx xx Xxxxxxxx
Title:		Manager

DIAMOND POWER FINLAND OY
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Chairman and Ordinary Member
DIAMOND POWER GERMANY GMBH
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Member
DIAMOND POWER MACHINE (HUBEI) CO., INC.
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		General Manager
DIAMOND POWER SERVICES S.E.A. LTD.
DIAMOND POWER SPECIALTY (PROPRIETARY) LIMITED
DIAMOND POWER SPECIALTY LIMITED
DIAMOND POWER SWEDEN AB
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Director

EBENSBURG INVESTORS LIMITED PARTNERSHIP
EBENSBURG POWER COMPANY
By:		XXXXXXX & XXXXXX
		EBENSBURG POWER, LLC,
		General Partner
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Treasurer
GOTAVERKEN EMISSION TECHNOLOGY AB
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Signatory
GOTAVERKEN MILIJO AB
By:		/s/ Xxxx Xxxx Xxxxxx
Name:		Xxxx Xxxx Xxxxxx
Title:		Chairman and Director
XXXXX XXXXX-XXXXXXX XXXX GMBH
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Managing Director

MEGTEC EUROPE COOPERATIEF U.A.
MEGTEC IEPG BV
MEGTEC PPG BV
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director A
By:		TMF NETHERLANDS B.V.
		By:		/s/ Bas Pijnenburg and Xxxxxxx de Jonge
		Name:		Bas Pijnenburg and Xxxxxxx de Jonge
		Title:		Managing Director B
MEGTEC SYSTEMS INDIA PRIVATE LTD.
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director, Chief Executive Officer and President
MEGTEC SYSTEMS LIMITED
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Company Secretary
MEGTEC SYSTEMS S.A.S.
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		President

MEGTEC SYSTEMS AB
MEGTEC SYSTEMS AMAL AB
MEGTEC THERMAL ENERGY & ENVIRONMENTAL TECHNOLOGY (SHANGHAI), LTD.
MEGTEC SYSTEMS (SHANGHAI), LTD.
MEGTEC TURBOSONIC INC.
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Director
MEGTEC ENVIRONMENTAL LIMITED
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Company Secretary
MTS ENVIRONMENTAL GMBH
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Managing Director
P.T. XXXXXXX & XXXXXX ASIA
By:		/s/ X. Xxxxxxx Data
Name:		X. Xxxxxxx Data
Title:		President/Director

EXHIBIT I – SPINCO ENTITIES

See Schedule 1.1(d) and Schedule 1.1(l) attached hereto. No SpinCo Entity listed on Schedule 1.1(d) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy solely by virtue of being listed on such Schedule 1.1(d).

Schedule 1.1(d)

Designated SpinCo Entities

Reference ID		Name
333		Ahahsain Xxxxxx Heat Transfer Co. Ltd
398		Advanced Refractory Technologies, Inc.
		A.M. Xxxxxxx & Co., Limited
		Amcermet Corporation
732		Applied Synergistics, Inc.
924		ASEA Babcock
235		Ash Acquisition Company
326		B & W Clarion, Inc.
574		B&W Ebensburg Pa., Inc.
383		B&W Fort Worth Power, Inc.
922		B&W Mexicana, S.A. de C.V.
9991		B&W North Branch G.P., Inc.
9990		B&W North Branch L.P., Inc.
586		B&W Saba, Inc.
591		B&W Service Company
		B&W Tubular Products Limited
212		Xxxxxxx & Xxxxxx Asia Investment Co., Inc.
115		Xxxxxxx & Xxxxxx Asia Limited
533		Xxxxxxx & Xxxxxx Canada Leasing Ltd.
1570		Xxxxxxx & Xxxxxx China Holdings, Inc.
215		Xxxxxxx & Xxxxxx China Investment Co., Inc.
1571		Xxxxxxx & Xxxxxx Denmark Holdings, LLC
594		Xxxxxxx & Xxxxxx do Brasil Limitada
528		Xxxxxxx & Xxxxxx do Brasil Participacoes Limitada
206		Xxxxxxx & Xxxxxx Egypt SAE
169		Xxxxxxx & Xxxxxx Fibras Ceramicas Limitada
557		Xxxxxxx & Xxxxxx Foreign Sales Corporation
175		Xxxxxxx & Xxxxxx Gama Kazan Teknolojisi A.S.
552		Xxxxxxx & Xxxxxx General Contracting Company
395		Xxxxxxx & Xxxxxx HRSG Company
		Xxxxxxx & Xxxxxx Industries, Ltd.
2045		Xxxxxxx & Xxxxxx International Construction Co., Inc.
305		Xxxxxxx & Xxxxxx Jonesboro Power, Inc.
		Xxxxxxx & Xxxxxx Refractories limited
323		Xxxxxxx & Xxxxxx Salt City Power, Inc.
322		Xxxxxxx & Xxxxxx Xxxxx Power, Inc.
314		Xxxxxxx & Xxxxxx Victorville Power, Inc:
727		Xxxxxxx & Xxxxxx Volund France SAS

Reference ID		Name
315		Babcock PFBC, Inc.
559		Babcock Southwest Construction Corporation
936		Babcock-Ultrapower Jonesboro
937		Babcock-Ultrapower West Enfield
951		Xxxxxx Beijing Controls Co., Ltd.
516		Xxxxxx Controls Australia Pty. Limited
517		Xxxxxx Controls International Sales & Services Company, Inc.
954		Xxxxxx Controls Jordan for Process Controls Services, ltd.
563		Xxxxxx Controls Sales & Service (Australia) Pty. Limited
564		Xxxxxx Controls Sales & Services Canada Inc.
561		Xxxxxx do Brasil lnstrumentos Industrials Limitada
114		Xxxxxx International, Inc.
000		Xxxxxx Xxxxx Company Limited
542		Xxxxxx Meter and Controls Company
		Xxxxxx Meter Company
562		Xxxxxx Meter Co. (Japan) Ltd.
		Xxxxxx Meter Company Limited
		Xxxxxx Meter GmbH
		X.X. Xxxxx & Company Engineers
329		Clarion Energy, Inc.
328		Clarion Power Company
		Control Components France
514		Control Components Italy S.R.L.
		Control Components, Inc. (California)
		Control Components, Inc. (Delaware)
948		Control Components Japan
545		Detroit Xxxxxx & Machine Corporation
551		Diamond Blower Company Limited
		Diamond Canapower Ltd.
518		Diamond Power lmportacao e Exportacao Ltda.
144		Diamond Power Korea Inc.
526		Diamond Power Specialty (Japan) Ltd.
558		Diamond Power Specialty (Proprietary) Limited
546		Diamond Power Specialty Corporation (Delaware)
		Diamond Power Speciality Corporation (Ohio)
529		Diamond Power Specialty GmbH
1990		DPS Berkeley, LLC
0000		XXX Xxxxxx Xxxxx, LLC
1991		DPS Michigan, LLC
1994		DPS Mojave, LLC
1998		DPS Sabine, LLC
332		Ebensburg Energy, Inc.
397		Ejendomsaktieselskabet Falkevej2

Reference ID		Name
968		EPC Business Trust
919		Especialidades Termomecanicas, S.A. de C.V.
550		Ferry-Diamond Engineering Company Limited
928		Fibras Ceramicas C.A.
509		Fibras Ceramicas, Inc.
547		Globe Steel Tubes Corporation
		Xxxxx Land Co.
		Xxxxxx Insulations Limited
2001		Xxxx-Xxxxxx Services, L.L.C.
941		lsolite Babcock Refractories Company, Ltd.
927		lsolite Eastern Union Refractories Co., Ltd.
920		KBW Gasification Systems, Inc.
512		LT Produkter i Skutskar AB
938		Maine Power Services
345		McDermott Heat Transfer Company
344		McDermott Productos Industriales de Mexico, S.A. de C.V.
946		Medidores Xxxxxx, X.X. de C.V.
942		Morganite Ceramic Fibres Limited
943		Morganite Ceramic Fibres Pty. Limited
944		Morganite Ceramic Fibres S. A.
544		National Ecology (Alabama) Incorporated
575		National Ecology (Utah) Incorporated
540		National Ecology Company
976		Nooter/Xxxxxxx - Xxxxxxx & Xxxxxx, L.L.C.
933		North American CWF Partnership
9989		North Branch Power Company L.P.
000		Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx
000		Xxxxx Xxxxxx Recycling, Inc.
1153		P. T. Heat Exchangers Indonesia
934		Palm Beach Energy Associates
		Piedmont Tool Machine Company
581		Power Systems Sunnyside Operations GP, Inc.
583		Power Systems Sunnyside Operations LP, Inc.
508		Productos de Caolin, Inc.
577		PSO Caribbean, Inc.
000		Xxxxx Xxxxx CWF
556		Sunland Construction Co., Inc.
988		Sunnyside Cogeneration Associates
582		Sunnyside II, Inc.
000		Xxxxxxxxx XX, X.X
000		Xxxxxxxxx Ill, Inc.
993		Sunnyside Operations Associates L.P.
571		Termobloc Industria E Comercio Ltda.

Reference ID		Name
953		Thermax Xxxxxxx & Xxxxxx Limited
502		TLT - Babcock, Inc.
1152		W.E. Xxxxx Xxxxxx Pty. Ltd.

Schedule 1.1(l)

SpinCo Subsidiaries

Reference ID		Name		Jurisdiction		Formation
		Adtec AB
553		Americon Equipment Services, Inc.		Delaware		12/3/1985
554		Americon, Inc.		Delaware		3/29/1985
127		B&W de Panama, Inc.		Panama		3/5/1986
2075		B&W PGG Luxembourg Canada Holdings SARL		Luxembourg		11/21/2013
2054		B&W PGG Luxembourg Finance SARL		Luxembourg		11/15/2011
2053		B&W PGG Luxembourg Holdings SARL		Luxembourg		11/15/2011
555		Xxxxxxx & Xxxxxx Construction Co., Inc.		Delaware		3/29/1985
2107		Xxxxxxx & Xxxxxx Monterrey Finance SARL		Luxembourg		12/5/2014
2011		Xxxxxxx & Xxxxxx de Monterrey S.A. de C.V.		Mexico		9/16/2009
327		Xxxxxxx & Xxxxxx Ebensburg Power, LLC		Delaware		12/2/1986
302		Xxxxxxx & Xxxxxx Equity Investments, LLC		Delaware		12/10/1984
2080		Xxxxxxx & Xxxxxx Global Sales & Services - Chile SpA		Chile		5/19/2014
2081		Xxxxxxx & Xxxxxx Global Sales & Services SARL		Luxembourg		3/19/2014
2114		Xxxxxxx & Xxxxxx Holdings, Inc.		Delaware		4/20/2015
2028		Xxxxxxx & Xxxxxx India Holdings, Inc.		Delaware		3/4/2010
598		Xxxxxxx & Xxxxxx India Private Limited		India		2/3/1999
126		Xxxxxxx & Xxxxxx International Investments Co., Inc.		Panama		10/23/1985
530		Xxxxxxx & Xxxxxx International Sales and Service Corporation		Delaware		9/27/1973
541		Xxxxxxx & Xxxxxx International, Inc.		Delaware		5/20/1981
2072		Xxxxxxx & Xxxxxx Power Generation Group Canada Corp.		Nova Scotia		11/27/2013
500		Xxxxxxx & Xxxxxx Power Generation Group, Inc.		Delaware		12/16/1977
595		Xxxxxxx & Xxxxxx Technology, Inc.		Delaware		3/6/1997
599		Xxxxxxx & Xxxxxx Volund A/S		Denmark		11/22/1999
2113		Dampkraft Insurance Company		South Carolina		4/14/2015
1988		Delta Power Services, LLC		Delaware		3/1/2001
766		Diamond Operating Co., Inc.		Delaware		3/1/2002
1572		Diamond Power Australia Holdings, Inc.		Delaware		9/3/2002
1984		Diamond Power Central & Eastern Europe s.r.o.		Czech Republic		3/25/2008
1573		Diamond Power China Holdings, Inc.		Delaware		9/3/2002
521		Diamond Power do Brasil Limitada		Brazil		2/13/1998
1574		Diamond Power Equity Investments, Inc.		Delaware		9/3/2002

Reference ID		Name		Jurisdiction		Formation
525		Diamond Power Finland OY		Finland		3/14/1985
504		Diamond Power Germany GmbH		Germany		10/30/2001
597		Diamond Power International, Inc.		Delaware		3/6/1997
949		Diamond Power Machine (Hubei) Co., Inc.		China		4/20/2004
1908		Diamond Power Services S.E.A. Ltd.		Thailand		2/22/2000
522		Diamond Power Specialty (Proprietary) Limited		Republic of South Africa		4/29/1998
000		Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx		Xxxxxx Xxxxxxx		3/5/1913
524		Diamond Power Sweden AB		Sweden		3/2/1965
2079		DPS Anson, LLC		Delaware		1/15/2014
2044		DPS Berlin, LLC		Delaware		2/24/2011
1997		DPS Cadillac, LLC		Delaware		2/17/2006
1995		DPS Florida, LLC		Delaware		10/25/2005
1993		DPS Xxxxxxx, LLC		Delaware		11/10/2004
1992		DPS Mecklenburg, LLC		Delaware		9/27/2004
9999		DPS Piedmont, LLC		Delaware		6/29/2010
2082		Ebensburg Energy, LLC		Delaware		3/27/2014
967		Ebensburg Investors Limited Partnership		Pennsylvania		3/26/1992
331		Ebensburg Power Company		Pennsylvania		12/9/1986
		Gotaverken Emission Techology AB
2027		Gotaverken Milijo AB		Sweden		12/3/2003
2055		Xxxxx Xxxxx-Xxxxxxx Xxxx GmbH		Germany		12/16/1993
2104		MEGTEC Acquisition, LLC		Delaware		8/8/2008
2097		MEGTEC Energy & Environmental LLC		Delaware		4/22/2008
2092		MEGTEC Environmental Limited		United Kingdom		12/12/2003
2100		MEGTEC Europe Cooperatief U.A.		Netherlands		8/20/2008
2083		MEGTEC Holdings, Inc.		Delaware		8/8/2008
2089		MEGTEC IEPG BV		Netherlands
2103		MEGTEC India Holdings, LLC		Delaware		4/22/2008
2101		MEGTEC PPG BV		Netherlands		9/17/2008
2091		MEGTEC Systems AB		Sweden		8/8/1970
2095		MEGTEC Systems Amal AB		Sweden		7/17/2001
2098		MEGTEC Systems Australia, Inc.		Delaware		1/12/1999
2087		MEGTEC Systems India Private Ltd.		India		12/19/2005
2094		MEGTEC Systems Limited		United Kingdom		9/17/2008
2093		MEGTEC Systems S.A.S.		France		11/23/1974
2086		MEGTEC Systems Shanghai Ltd.		China
2096		MEGTEC Systems, Inc.		Delaware		7/7/1997
2085		MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.		China

Reference ID		Name		Jurisdiction		Formation
2088		MEGTEC TurboSonic Inc.		Ontario		7/1/2000
2099		MEGTEC TurboSonic Technologies, Inc.		Delaware		4/14/1961
2101		MTS Asia, Inc.		Delaware		6/17/2001
2090		MTS Environmental GmbH		Germany		2/27/2008
1989		O&M Holding Company		Delaware		6/26/2008
707		P.T. Xxxxxxx & Xxxxxx Asia		Indonesia		8/24/2000
534		Palm Beach Resource Recovery Corporation		Florida		10/26/1984
560		Power Systems Operations, Inc.		Delaware		10/22/1985
568		Revloc Reclamation Service, Inc.		Delaware		7/2/1990
2013		Servicios de Fabricacion de Xxxxx Soleado, S.A. de C.V.		Mexico		7/31/2009
2012		Servicios Profesionales de Xxxxx Soleado, S.A. de C.V.		Mexico		7/31/2009
767		SOFCo - EFS Holdings LLC		Delaware		2/22/2002

EXHIBIT II – REMAINCO ENTITIES

See Schedule 1.1(b) and Schedule 1.1(e) attached hereto. No RemainCo Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy solely by virtue of being listed on such Schedule 1.1(b).

Schedule 1.1(b)

Designated RemainCo Entities

Reference ID		Name
2037		American Centrifuge Manufacturing, LLC
460		B&W Energy Investments, Inc.
950		B&W Fuel Company
535		B&W Fuel, Inc.
537		B&W Nuclear Service Company
960		B&W Nuclear Service Company
536		B&W Nuclear, Inc.
381		B&W Special Projects, Inc.
569		B&W Triso Corporation
573		B&W/XXX Xxxxxx Spring, Inc.
565		Xxxxxxx & Xxxxxx Government Services Company
1999		Xxxxxxx & Xxxxxx Michoud Operations, LLC
2010		Xxxxxxx & Xxxxxx Modular Nuclear Energy, LLC
2007		Xxxxxxx & Xxxxxx Nevada, LLC
2018		Xxxxxxx & Xxxxxx Nuclear Services (U.K.) Limited
945		Xxxxxxx-Xxxxx Boveri Reaktor GmbH
2000		BCE Parts Ltd.
		Burlington Niche Services Ltd.
0589		BWXT Hanford Company
0382		BWXT of Idaho, Inc.
0592		BWXT of Ohio, Inc.
590		BWXT Protec, Inc.
1973		C3 Nuclear Limited
0975		Columbia Basin Ventures, LLC
321		Conam Nuclear, Inc.
1914		CTR Solutions, LLC
0930		DM Petroleum Operations Company
961		Enserch Environmental Management Company, Inc.
461		International Disarmament Corporation
2030		Isotek Systems, LLC
		Nuclear Materials and Equipment Corporation
2057		Nuclear Production Partners, LLC
958		Xxxx Pantex Inc.
0973		Rocky Flats Technical Associates, Inc.
1980		Savannah River Alliance LLC
2008		Savannah River Tactical Services LLC
570		Triso
2040		Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries

Reference ID		Name		Jurisdiction		Formation
2058		B&W NE Luxembourg SARL		Luxembourg		6/7/2012
2046		B&W Nuclear Maintenance Services, Inc.		Delaware		3/23/2011
000		Xxxxxxx & Xxxxxx Xxxxxx Ltd.		Ontario		6/5/1922
2049		Xxxxxxx & Xxxxxx Commercial Power, Inc.		Delaware		6/15/2011
2014		Xxxxxxx & Xxxxxx Conversion Services, LLC		Delaware		7/14/2009
2002		Xxxxxxx & Xxxxxx Intech, Inc.		Tennessee		7/29/1994
2048		Xxxxxxx & Xxxxxx International Technical Services, Inc.		Delaware		6/1/2011
380		Xxxxxxx & Xxxxxx Investment Company		Delaware		7/12/1990
2042		Xxxxxxx & Xxxxxx Modular Reactors LLC		Delaware		12/21/2010
2056		Xxxxxxx & Xxxxxx mPower, Inc.		Delaware		1/11/2012
2071		Xxxxxxx & Xxxxxx NOG Technologies, Inc.		Delaware		6/12/2013
2059		Xxxxxxx & Xxxxxx Nuclear Energy Europe SAS		France		7/5/2012
1967		Xxxxxxx & Xxxxxx Nuclear Energy, Inc.		Delaware		5/23/2007
1974		Xxxxxxx & Xxxxxx Nuclear Operations Group, Inc.		Delaware		11/20/2007
1961		Xxxxxxx & Xxxxxx Technical Services (U.K.) Limited		United Kingdom		12/19/2006
1970		Xxxxxxx & Xxxxxx Technical Services Clinch River, LLC		Delaware		5/16/2007
572		Xxxxxxx & Xxxxxx Technical Services Group, Inc.		Delaware		12/11/1991
587		Xxxxxxx & Xxxxxx Technical Services Savannah River Company		Delaware		9/1/1995
596		Xxxxxxx & Xxxxxx Government and Nuclear Operations, Inc.		Delaware		3/19/1997
2035		BWSR, LLC		Delaware		5/19/2010
0000		XXXX Xxxxxx Xxxxxxxx Xxxx.		Xxxx Xxxxxx		5/12/2015
580		BWXT Federal Services, Inc.		Delaware		10/13/1994
3087		BWXT Foreign Holdings, LLC		Delaware		4/20/2015
1576		BWXT Washington, Inc.		Delaware		9/29/2004
710		BWXT Y – 12, LLC		Delaware		4/20/2000
189		Creole Insurance Company, Ltd.		South Carolina		6/7/1973
2062		Generation mPower Canada Ltd		Saskatchewan		10/17/2012
2043		Generation mPower LLC		Delaware		12/16/2010
2009		Idaho Treatment Group, LLC		Delaware		12/22/2008
2003		Intech International, Inc.		Ontario		12/17/1997
2110		Kansas City Advanced Manufacturing, LLC		Delaware		1/27/2015
1968		Marine Mechanical Corporation		Delaware		2/3/1994

Reference ID		Name		Jurisdiction		Formation
2005		NFS Holdings, Inc.		Delaware		9/25/2007
0000		XXX-Xxxxx Xxxxxxxx, Inc.		Delaware		7/30/2008
2006		Nuclear Fuel Services, Inc.		Delaware		9/25/2007
2029		The Xxxxxxx & Xxxxxx Company		Delaware		3/8/2010