CREDIT AGREEMENT Dated as of May 3, 2010 among BABCOCK & WILCOX INVESTMENT COMPANY (or, after the Spinoff, THE BABCOCK & WILCOX COMPANY), as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and The...Credit Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • New York
This CREDIT AGREEMENT is entered into as of May 3, 2010, among BABCOCK & WILCOX INVESTMENT COMPANY, a Delaware corporation, as the borrower hereunder (or, after the effectiveness of the Spinoff (defined below) and the satisfaction of the other terms and conditions herein relating to the substitution thereof, the New Borrower (defined below) as the borrower hereunder), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
TRANSITION SERVICES AGREEMENT BETWEEN THE BABCOCK & WILCOX COMPANY (as service provider) and MCDERMOTT INTERNATIONAL, INC. (as service receiver) Dated [ ], 2010Transition Services Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of [ ], 2010, by and between The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and McDermott International, Inc., a Panamanian corporation (“McDermott”).
PLEDGE AND SECURITY AGREEMENT made by BABCOCK & WILCOX INVESTMENT COMPANY and certain Subsidiaries of the Borrower in favor of BANK OF AMERICA, N.A., as Administrative Agent, for the ratable benefit of the Secured Parties Dated as of May 3, 2010Pledge and Security Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 3, 2010, made by each of the signatories hereto (together with any other grantor that may become a party hereto as provided herein, the “Grantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties in connection with that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BABCOCK & WILCOX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the replacement thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuers.
ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and among ACE American Insurance Company, acting for itself and the ACE Affiliates (as defined below) and MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation and BABCOCK & WILCOX HOLDINGS, INC., a...Assumption and Loss Allocation Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • Pennsylvania
THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (the “Effective Date”) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the “Company”), MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation (“MII”), BABCOCK & WILCOX HOLDINGS, INC., a Delaware corporation (“B&W”), to be succeeded by The Babcock & Wilcox Company, a Delaware corporation, after the effective time of the Merger, and, solely with respect to Sections 2, 3 and 5(c), the other MII Entities signatory hereto and the other B&W Entities signatory hereto.
NOVATION AND ASSUMPTION AGREEMENT by and among MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation, and BABCOCK & WILCOX HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, and BOUDIN INSURANCE COMPANY,...Novation and Assumption Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • Pennsylvania
THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (the “Effective Date”) by and among MCDERMOTT INTERNATIONAL, INC., a Panamanian corporation (“MII”), BABCOCK & WILCOX HOLDINGS, INC., a Delaware corporation (“B&W”), to be succeeded by The Babcock & Wilcox Company, a Delaware corporation, after the effective time of the Merger, CREOLE INSURANCE COMPANY, LTD., a Bermuda company (“Creole”), and BOUDIN INSURANCE COMPANY, LTD., a Bermuda company (“Boudin”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other MII Entities signatory hereto and the other B&W Entities signatory hereto.
TAX SHARING AGREEMENT between J. RAY HOLDINGS, INC. and BABCOCK & WILCOX HOLDINGS, INC. dated as ofTax Sharing Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ] [ ], 2010, between J. Ray Holdings, Inc., a Delaware corporation (“J. Ray U.S.”) and Babcock &Wilcox Holdings, Inc., a Delaware corporation f/k/a McDermott Holdings, Inc. (“BHI”), and, solely for the purpose set forth on its signature page to this Agreement, The Babcock & Wilcox Company, a Delaware corporation (“B&W”). BHI and J. Ray U.S. are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Unless otherwise indicated, all “Section” references in this Agreement are to the various sections of this Agreement.
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...Novation and Assumption Agreement • May 19th, 2010 • Babcock & Wilcox Co • Engines & turbines • Pennsylvania
THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (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 Bermuda company (“Creole”), and Boudin Insurance Company, Ltd., a Bermuda company (“Boudin”).
