EX-10.6 10 d43214dex106.htm EX-10.6 EXECUTION VERSION 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;...
Exhibit 10.6
EXECUTION VERSION
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;
Insurance Company of North America
and
Creole Insurance Company, Ltd.; and
Dampkraft Insurance Company
RECITALS
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”).
“ACE Affiliate” means each Affiliate of ACE that has issued an Existing Policy, including Pacific Employers Insurance Company, ACE INA Insurance Company, ACE Insurance Company and Insurance Company of North America.
“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” means the Assumption and Loss Allocation Agreement, dated as of the date hereof, among the Company, RemainCo, SpinCo and certain other RemainCo Entities and SpinCo Entities signatory thereto.
“Assumed-by-Dampkraft Reinsurance Agreement” means, as to any Novated-to-Creole Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, all rights, duties, and obligations of Creole to and in respect of the Company under such Novated-to-Creole Reinsurance Agreement as and to the extent novated to and assumed by Dampkraft.
“Assumption Time” means midnight (New York time) on the Effective Date.
“Boudin” has the meaning set forth in the recitals to this Agreement.
“Company” has the meaning set forth in the recitals to this Agreement.
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“Company SpinCo Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a SpinCo Entity.
“Company RemainCo Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a RemainCo Entity.
“Creole LOC” has the meaning set forth in Section 3(a).
“Dampkraft Assumption and Novation” has the meaning set forth in Section 2(c).
“Dampkraft LOC” has the meaning set forth in Section 3(b).
“Effective Date” has the meaning set forth in the recitals to this Agreement.
“ESIS” means ESIS, Inc., an Affiliate of the Company.
“Existing Collateral” means any and all letters of credit or trust agreements outstanding as of the date hereof provided by or required to be provided by Creole under the terms of any Existing Reinsurance Agreement in order to secure obligations arising thereunder.
“Existing Policy” means each policy of general liability insurance, automobile liability insurance, or workers compensation insurance issued prior to the date hereof by the Company or an ACE Affiliate and covering one or more SpinCo Entities and/or one or more RemainCo Entities that is subject to an Existing Reinsurance Agreement.
“Existing Reinsurance Agreement” means each reinsurance agreement (whether denominated a treaty, a reinsurance policy, a reinsurance agreement, a facultative certificate, or otherwise) in which (a) Creole is the reinsurer, (b) one or more of the Company and/or ACE Affiliates is or are the reinsureds, and (c) the ceded risk includes risk under any Existing Policy. “Existing Reinsurance Agreements” shall not mean or include any Existing Security Agreements (as defined below). Exhibit II attached hereto and made a part hereof reflects the Parties’ best efforts to list all Existing Reinsurance Agreements, but the definitions in this Agreement shall control in the event of any errors or omissions on such Exhibit.
“Existing Security Agreements” shall mean and include any trust agreement, collateral agreement, pledge and security agreement or other similar contract between the Company or an ACE Affiliate and Creole which was entered into in connection with or pursuant to any Existing Reinsurance Agreement (as defined above), and which are embodied in separately-executed written instruments.
“Go-Forward Creole Obligations” means the obligations of Creole under the Wholly Retained Creole Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.
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“Go-Forward Dampkraft Obligations” means those obligations of Dampkraft under the Assumed-by-Dampkraft Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.
“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.
“Master Separation Agreement” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in connection with the Separation.
“Novated-to-Creole Reinsurance Agreement” means, the aggregate of all rights, duties, and obligations of Creole to and in respect of the Company under the Existing Reinsurance Agreements as and to the extent novated to and assumed by Creole pursuant to the Prior Novation Agreement.
“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 the Company, 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.
“Prior Novation Agreement” has the meaning set forth in the Recitals to this Agreement.
“RemainCo” has the meaning set forth in the recitals of this Agreement.
“RemainCo Entity” means RemainCo and each of the entities listed on Exhibit III 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.
“Separation” has the meaning set forth in the recitals to this Agreement.
“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.
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“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.
“Substituted Collateral” means the Creole LOC and the Dampkraft LOC.
“Wholly Retained Creole Reinsurance Agreement” means a Novated-to-Creole Reinsurance Agreement that is not an Assumed-by-Dampkraft Reinsurance Agreement
(i) Dampkraft hereby agrees to observe, pay, perform, satisfy, fulfill and discharge, to the extent and in the manner required under the applicable Novated-to-Creole Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Novated-to-Creole Reinsurance Agreements with respect to the Company SpinCo Obligations insofar as transferred above (the “SpinCo Assumption and Novation”); and
(ii) The Company and each ACE Affiliate hereby consent to, and agree to give full force and effect to, the Dampkraft Assumption and Novation. From and after the Assumption Time, Dampkraft and not Creole shall be treated as the Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and obligations subject to the Dampkraft Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable:
a | may enforce against Dampkraft its rights with respect to the Company SpinCo Obligations under the Novated-to-Creole Reinsurance Agreements 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 with respect to the Company SpinCo Obligations under the Novated-to- |
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Creole Reinsurance Agreements 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 Novated-to-Creole Reinsurance Agreement with respect to any Company SpinCo Obligation. |
(b) No Transfer or Novation of Creole Obligations arising from RemainCo Operations. The Wholly Retained Creole Reinsurance Agreements are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Assumed-by-Dampkraft Reinsurance Agreements are novated to Dampkraft as set forth above only to the extent that they reinsure Company SpinCo Obligations. To the extent that the Novated-to-Creole Reinsurance Agreements reinsure Company RemainCo Obligations, 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 Creole as reinsurer under the Novated-to-Creole Reinsurance Agreements.
(i) Creole will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Creole LOC”) in an amount of $ $1,000,176, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Creole LOC shall secure the Go-Forward Creole Obligations.
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(ii) The Creole LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Creole LOC’s anniversary date. If the Company permits Creole to provide collateral in a form other than the Creole LOC, Creole shall provide such collateral in an amount and form acceptable to the Company.
(iii) Creole shall continue to provide the Creole LOC (or other collateral acceptable to the Company) as security for payment of the Go-Forward Creole Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the Creole LOC, the Company shall have the right to require Creole to replace the Creole LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.
(iv) The Company shall have the right to draw against the Creole LOC and/or other collateral solely (a) in accordance with the terms of the applicable Novated-to-Creole Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause.
(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Creole Obligations and the amount of collateral security required pursuant to this Agreement. At such time, RemainCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of RemainCo. RemainCo will provide any needed increases in the amount of the Creole LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for any additional required amount of the Creole LOC. The Company will effect any decreases in the amount of the Creole LOC (and/or other collateral) promptly, provided that Creole is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and RemainCo is not in breach of any of its obligations to the Company under the ALAA.
(i) Dampkraft will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Dampkraft LOC”) in an amount of $ $1,926,507, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Dampkraft LOC shall secure the Go-Forward Dampkraft Obligations.
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(ii) The Dampkraft LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Dampkraft LOC’s anniversary date. If the Company permits Dampkraft to provide collateral in a form other than the Dampkraft LOC, Dampkraft shall provide such collateral in an amount and form acceptable to the Company.
(iii) Dampkraft shall continue to provide the Dampkraft LOC (or other collateral acceptable to the Company) as security for payment of the Go-Forward Dampkraft Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the Dampkraft LOC, the Company shall have the right to require Dampkraft to replace the Dampkraft LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.
(iv) The Company shall have the right to draw against the Dampkraft LOC and/or other collateral solely (a) in accordance with the terms of the applicable Novated-to-Dampkraft Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause.
(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Dampkraft Obligations and the amount of collateral security required pursuant to this Agreement. At such time, SpinCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of SpinCo. Dampkraft will provide any needed increases in the amount of the Dampkraft LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for any additional required amount of the Dampkraft LOC. The Company will effect any decreases in the amount of the Dampkraft LOC (and/or other collateral) promptly, provided that Dampkraft is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and SpinCo is not in breach of any of its obligations to the Company under the ALAA.
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(a) xxxx Creole directly for such of the Go-Forward Creole Obligations as are then due and payable, and provide Creole with appropriate reports and accounting with respect to such obligations; and
(b) xxxx Dampkraft directly for such of the Go-Forward Dampkraft Obligations as are then due and payable, and provide Dampkraft with appropriate reports and accounting with respect to such obligations.
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If to the Company | ACE American Insurance Company | |||
000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 0000 | ||||
Xxxxxx, XX 00000 | ||||
Attention: | Underwriting Manager | |||
ACE Risk Management | ||||
Telephone: | (000) 000.0000 | |||
Facsimile: | (000) 000.0000 | |||
If to Creole: | Creole Insurance Company, Ltd., | |||
or any RemainCo Entity: | 00000 Xxxxx Xxxxxxxxx Xxxxx Xxxx | |||
Xxxxx 000 | ||||
Xxxxxxxxx, XX 00000 | ||||
Attention: | Chief Risk Officer (with a copy to General Counsel) | |||
Telephone: | (000) 000.0000 | |||
Facsimile: | (000) 000.0000 | |||
If to Dampkraft: | Dampkraft Insurance Company | |||
or any SpinCo Entity: | 00000 Xxxxxxxxxx Xxxxx | |||
Xxxxx 000 | ||||
Xxxxxxxxx, XX 00000 | ||||
Attention: | Senior Manager-Insurance (with a copy to General Counsel) | |||
Telephone: | (000) 000.0000 | |||
Facsimile: | (000) 000.0000 |
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 overnight mail or courier. |
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14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction.
15. 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 SUCH TRANSFERS, ASSUMPTIONS, AND NOVATIONS. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA.
As between the Company on the one hand and Creole and/or Dampkraft, on the other hand, all disputes arising hereunder shall be resolved in accordance with the arbitration provisions of the most recent Existing Reinsurance Agreement. In any such arbitration, the entity named in the applicable Company Designation shall be the party formally opposed to the Company, but the other of Creole or Dampkraft shall have right to associate effectively in the defense and/or prosecution of such arbitration.
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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 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]
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ACE AMERICAN INSURANCE COMPANY | ||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Attorney-in-fact | |||
CREOLE INSURANCE COMPANY, LTD. | ||||
By: | /s/ Xxxxx X. Black | |||
Name: | Xxxxx X. Black | |||
Title: | Vice President and Treasurer | |||
DAMPKRAFT INSURANCE COMPANY | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Vice President and Treasurer |
Signature Page to Group II Agreement
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 or Existing Reinsurance Agreement 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 | |
315 | Babcock PFBC, Inc. | |
559 | Babcock Southwest Construction Corporation |
Reference ID | Name | |
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 | |
968 | EPC Business Trust | |
919 | Especialidades Termomecanicas, S.A. de C.V. |
Reference ID | Name | |
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. | |
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 - EXISTING REINSURANCE AGREEMENTS
Reinsurance Agreement (agreement # 22004) | Creole Insurance Company, Ltd. | Insurance Company of North America | XxXxxxxxx Incorporated Et AI. | 6/1/1975 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1977 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1977 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | INA of Texas | 4/1/1978 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1978 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | INA of Texas | 4/1/1979 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | INA of Texas | 4/1/1979 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | INA of Texas | 4/1/1980 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | INA of Texas | 4/1/1980 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1982 | |||||||||
Addendum Number Five to Reinsurance Agreement effective 4/1/1982 | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1983 | |||||||||
Addendum Number Six to Reinsurance Agreement effective 4/1/1982 | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1984 | |||||||||
Addendum Number Seven to Reinsurance Agreement effective 4/1/1982 | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1985 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1986 |
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1987 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | CIGNA Insurance Company | 4/1/1987 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1988 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | CIGNA Insurance Company | 4/1/1988 | |||||||||
Trust Agreement | Creole Insurance Company, Ltd. | Pacific Employers Insurance Company | Xxxxxx Guaranty Trust Company of New York | 6/24/1988 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1989 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1990 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1990 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | CIGNA Insurance Company | 4/18/1990 | |||||||||
Reinsurance Agreement - Addendum I | Creole Insurance Company, Ltd. | CIGNA Insurance Company | 4/19/1990 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1991 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | 4/1/1991 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | Pacific Employers Insurance Company | 4/1/1992 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | Pacific Employers Insurance Company | 4/1/1993 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Insurance Company of North America | Pacific Employers Insurance Company | 4/1/1994 | ||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | CIGNA Insurance Company of Texas | 4/1/1994 | |||||||||
Workers Compensation Residual Market Assessments Captive Programs | Creole Insurance Company, Ltd. | CIGNA Insurance Company of Texas | 4/1/1994 |
Reinsurance Agreement | Creole Insurance Company, Ltd. | CIGNA Insurance Company | 4/1/1995 | |||||||||
Agreement for Workers Compenstion Redsidual Market Assessments Captive Programs | Creole Insurance Company, Ltd. | CIGNA Insurance Company | 4/1/1995 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | CIGNA Insurance Company | Indemnity Insurance Company of North America | CIGNA Insurance Company of Canada | 4/1/1995 | |||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Bankers Standard Insurance Company | 4/1/1995 | |||||||||
Workers Compensation Residual Market Assessments 1995 Captive Programs | Creole Insurance Company, Ltd. | Bankers Standard Insurance Company | 4/1/1995 | |||||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Indemnity Insurance Co. of N.A. | CIGNA Insurance Company | CIGNA Insurance Company of Canada | 4/1/1995 | |||||||
Addendum I to Reinsurance Agreement | Creole Insurance Company, Ltd. | Indemnity Insurance Company of North America | CIGNA Insurance Company | CIGNA Insurance Company of Canada | 4/1/1996 | |||||||
Reinsurance Agreement | Creole Insurance Company, Ltd. | Indemnity Insurance Co. of N.A. | CIGNA Insurance Company | CIGNA Insurance Company of Canada | Pacific Employers Insurance Company | 4/1/1997 |
EXHIBIT III – 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 or Existing Reinsurance Agreement 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 | |||
2005 | NFS Holdings, Inc. | Delaware | 9/25/2007 |
Reference ID | Name | Jurisdiction | Formation | |||
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 |