0001193125-15-195380 Sample Contracts

CREDIT AGREEMENT dated as of May 11, 2015 among BABCOCK & WILCOX ENTERPRISES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto BNP PARIBAS, JPMORGAN CHASE...
Credit Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • New York

This CREDIT AGREEMENT is entered into as of May 11, 2015, among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation, as the borrower hereunder (the “Borrower”), 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.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

The Company considers it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the Company recognizes that the possibility of a Change in Control (as defined in Exhibit A to this Agreement) exists and that the uncertainty this raises may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. In order to encourage the continued attention and dedication of key management personnel, this Agreement is being entered into by the Company and Executive.

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FORM OF MASTER SEPARATION AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of
Master Separation Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
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FORM OF INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX CANADA LTD. and BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP. dated as of
Intellectual Property Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of , 2015 (the “Effective Date”), between Babcock & Wilcox Canada Ltd., an entity formed in Ontario (“Canada Nuclear”) and Babcock & Wilcox Power Generation Group Canada Corp., a Nova Scotia unlimited liability company (“Canada Thermal”). Canada Nuclear and Canada Thermal 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.

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FORM OF TAX SHARING AGREEMENT by and between Remainco and Spinco Dated as of
Tax Sharing Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces
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FORM OF INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX mPOWER, INC. and BABCOCK & WILCOX POWER GENERATION GROUP, INC. dated as of
Intellectual Property Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of , 2015 (the “Effective Date”), between Babcock & Wilcox mPower, Inc., a Delaware corporation, (“mPower”) and Babcock & Wilcox Power Generation Group, Inc., a Delaware corporation (“PGG”). mPower and PGG 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.

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FORM OF INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of
Intellectual Property Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of , 2015 (the “Effective Date”), between The Babcock & Wilcox Company, a Delaware corporation, (“RemainCo”) and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo 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 1 hereof.

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FORM OF INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX GOVERNMENT & NUCLEAR OPERATIONS, INC. and BABCOCK & WILCOX POWER GENERATION GROUP, INC. dated as of
Intellectual Property Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of , 2015 (the “Effective Date”), between Babcock & Wilcox Government & Nuclear Operations, Inc., a Delaware corporation, (“GNO”) and Babcock & Wilcox Power Generation Group, Inc., a Delaware corporation (“PGG”). GNO and PGG 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 1 hereof.

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FORM OF INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX POWER GENERATION GROUP, INC. and BWXT FOREIGN HOLDINGS, LLC dated as of
Intellectual Property Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into as of , 2015 (the “Effective Date”), between Babcock & Wilcox Power Generation Group, Inc., a Delaware corporation, (“PGG”) and BWXT Foreign Holdings, LLC, a Delaware limited liability company (“BWXT”). BWXT and PGG 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.

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FORM OF INTELLECTUAL PROPERTY AGREEMENT between BABCOCK & WILCOX TECHNOLOGY, INC. and BABCOCK & WILCOX INVESTMENT COMPANY dated as of
Intellectual Property Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
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