CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • Texas
TRANSITION SERVICES AGREEMENT BETWEEN THE BABCOCK & WILCOX COMPANY (as service provider) and MCDERMOTT INTERNATIONAL, INC. (as service receiver) Dated July 2, 2010Transition Services Agreement • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of July 2, 2010, by and between The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and McDermott International, Inc., a Panamanian corporation (“McDermott”).
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 • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • 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.
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 • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • 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.
NEW BORROWER JOINDER AGREEMENTNew Borrower Joinder Agreement • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • New York
This New Borrower Joinder Agreement (this “Agreement”) dated August 6, 2010 is made by McDermott International, Inc., a Panamanian corporation (the “New Borrower”) and J. Ray McDermott, S.A., a Panamanian corporation (the “Initial Borrower”), in favor of (a) Crédit Agricole Corporate and Investment Bank (“CA CIB”), as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the Lenders and the Issuers and collateral agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties and (b) the Lenders and the Issuers from time to time parties to the Credit Agreement described and defined below.
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 • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • 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”).
TAX SHARING AGREEMENT between J. RAY HOLDINGS, INC. and BABCOCK & WILCOX HOLDINGS, INC. dated as of June 7, 2010Tax Sharing Agreement • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • Texas
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of June 7, 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.
AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • Texas
THIS AMENDMENT TO EMPLOYEE MATTERS AGREEMENT dated as of August 3, 2010 (this “Amendment”) is among McDermott International, Inc., a Panamanian corporation (“MII”), McDermott Investments, LLC, a Delaware limited liability company (“MI”), The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and Babcock & Wilcox Investment Company, a Delaware corporation (“BWICO” and, together with MII, MI and B&W, the “Parties”).
