MASTER SEPARATION AGREEMENTMaster Separation Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of July 2, 2010, between McDermott International, Inc., a Panamanian corporation (“MII”) and The Babcock & Wilcox Company, a Delaware corporation (“B&W”). MII and B&W are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
THIS EMPLOYEE MATTERS AGREEMENT dated as of July 2, 2010 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”). MII, MI, B&W and BWICO are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of July 2, 2010, by and between McDermott International, Inc., a Panamanian corporation (“McDermott”), and The Babcock & Wilcox Company, a Delaware corporation (“B&W”).
TAX SHARING AGREEMENTTax Sharing Agreement • August 9th, 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.
AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • 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”).
JOINDER AND REAFFIRMATION AGREEMENTJoinder and Reaffirmation Agreement • August 9th, 2010 • Babcock & Wilcox Co • Engines & turbines • New York
This JOINDER AND REAFFIRMATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 6, 2010 among THE BABCOCK & WILCOX COMPANY, a Delaware corporation (the “New Borrower”), BABCOCK & WILCOX INVESTMENT COMPANY, a Delaware corporation (the “Original Borrower”), BABCOCK & WILCOX INDIA HOLDINGS, INC., a Delaware corporation (the “New Subsidiary” and, together with the Original Borrower, the “New Guarantors” and, together with the New Borrower, the “New Loan Parties”), the other Guarantors party hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, the Administrative Agent, the Swing Line Lender and each L/C Issuer (each as defined therein). All capitalized terms use
