EX-10.7



 Exhibit 10.7 

FORM OF 
 NOVATION AND
ASSUMPTION AGREEMENT 
 by and among 

THE BABCOCK & WILCOX COMPANY, 

a Delaware corporation, 
 and 

BABCOCK & WILCOX ENTERPRISES, INC., 

a Delaware corporation, 
 and 

DAMPKRAFT INSURANCE COMPANY, a South Carolina corporation 

and 
 CREOLE INSURANCE COMPANY, a
South Carolina corporation, 
 RECITALS 

THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of
                , 2015 (the “Effective Date”) by and among THE BABCOCK & WILCOX COMPANY , a Delaware corporation
(“RemainCo”), BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (“SpinCo”), CREOLE INSURANCE COMPANY, a South Carolina corporation (“Creole”), and DAMPKRAFT INSURANCE COMPANY,
LTD., a South Carolina corporation (“Dampkraft”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other RemainCo Entities signatory hereto and the other SpinCo Entities signatory hereto. 

WHEREAS, Creole has issued the Existing Policies to one or more RemainCo Entities and one or more SpinCo Entities; 

WHEREAS, pursuant to the Existing Policies, Creole is obligated, among other things, to pay or reimburse RemainCo Entities and/or
SpinCo Entities for certain obligations; 
 WHEREAS, SpinCo, prior to the Separation, is a wholly owned Subsidiary of RemainCo; 

WHEREAS, RemainCo intends to spin-off SpinCo from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo
(the “Separation”); 
 WHEREAS, in connection with the Separation, Creole desires to transfer and Dampkraft desires
to assume any Transferable Creole Policies insofar as such policies relate to SpinCo Entities; 







 WHEREAS, RemainCo and SpinCo are parties, together with ACE American Insurance Company and
certain of its affiliates (collectively, “ACE”) to a certain Assumption and Loss Allocation Agreement (the “ALAA”) that, among other things, assists in effecting the Separation by identifying certain RemainCo
Obligations and certain SpinCo Obligations and allocating liability and responsibility therefor; 
 WHEREAS, certain of the
liabilities of RemainCo and/or SpinCo and their respective Affiliates that are insured by the Existing Policies under this Agreement are RemainCo Obligations and/or SpinCo Obligations under the ALAA, and the parties desire that the allocation of
liability in this Agreement conform to that in the ALAA insofar as such overlap may exist; and 
 WHEREAS, each of RemainCo and
SpinCo, each for itself and for its respective Subsidiaries, is willing to consent to the transfer, assumption, and novation of the matters set forth herein, subject to the terms and conditions of this Agreement. 

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1. Definitions. The following terms used
herein, including in the recitals and Exhibits hereto, shall have the following meanings: 
 “ACE” has the meaning set
forth in the recitals to this Agreement. 
 “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” has the meaning set forth in the recitals to this Agreement. 

“Assumption Time” means the time at which the Separation is effective on the Effective Date. 

“Dampkraft Assumption and Novation” has the meaning set forth in Section 2(a)(i). 

“Effective Date” has the meaning set forth in the recitals to this Agreement. 

“Existing Policies” means the Transferable Creole Policies and the Wholly Retained Creole Policies. 

“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. 

  
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 “Insured SpinCo Obligation” means an obligation of Creole or Dampkraft under the
Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a SpinCo Entity or (b) to ACE or its Affiliates that is a SpinCo Obligation under the ALAA. 

“Insured RemainCo Obligation” means an obligation of Creole under the Existing Policies that arises from an obligation,
(a) to any insurance company that is an Obligation of a RemainCo Entity or (b) to ACE or its Affiliates that is an RemainCo Obligation under the ALAA. 

“Insurer,” as a noun in reference to one or more insurance policies, means the Person identified in such policy or policies
as the insurer. 
 “Loss Portfolio” means (a) all of the accumulated reserves (actual and incurred but not reported)
which Creole holds in respect of its liabilities (actual and contingent) under the Transferable Creole Policy, (b) the unearned premium reserve with respect to each Transferable Creole Policy, (c) the other liabilities (comprising accounts
payable, accrued expenses and loss payables) and (d) an amount as agreed upon between Creole and Dampkraft with respect to a loss deterioration reserve under the Transferable Creole Policy. 

“Master Separation Agreement” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in
connection with the Separation. 
 “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 RemainCo, SpinCo, 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. 

“RemainCo” has the meaning set forth in the recitals to this Agreement. 

“RemainCo Entity” means RemainCo and each of the entities listed on Exhibit II 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. 

“RemainCo Obligations” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement
to conform to interpretations under the ALAA. 
 “Separation” has the meaning set forth in the recitals to this Agreement.


  
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 “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. 

“SpinCo Obligations” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement
to conform to interpretations under the ALAA. 
 “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. 
 “Transferable Creole Policy” means each insurance policy
issued prior to the date hereof by Creole on which an SpinCo Entity is named or otherwise identified as an insured (including without limitation by being within a generic description such as “Affiliates” or “Subsidiaries”). 

“Transferred Dampkraft Policy” means, as to any Transferable Creole Policy after the Assumption Time and giving effect to
this Agreement, the aggregate of all rights, duties, and obligations of Dampkraft with respect to the SpinCo Entities that were, prior to the Assumption Time, Insureds of Creole under such Transferable Creole Policy 

“Wholly Retained Creole Policy” means an insurance policy issued by Creole to one or more RemainCo Entities (and possibly
others) that is not a Transferable Creole Policy. 
 2. Assumption. 

(a) Dampkraft Assumption and Novation. Notwithstanding anything in any Transferable Creole Policy to the contrary, and effective as of
the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, (x) so much of each Transferable Creole Policy as relates to SpinCo or any SpinCo Entity as an Insured thereunder; and (y) any and all
rights and obligations of Creole under any of the Existing Policies that arise from Insured SpinCo Obligations. In connection with and implementation of such transfer, assignment, and novation: 

(i) Dampkraft hereby agrees 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 under the Transferable Creole Policies and with respect to the Insured SpinCo Obligations, both insofar as transferred above (the “Dampkraft Assumption and
Novation”); and 

  
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 (ii) Each SpinCo Entity that is a signatory hereto hereby consents to, and agrees 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 applicable SpinCo Entity’s contractual counterparty with respect to the contracts and mutual rights
and obligations subject to the Dampkraft Assumption and Novation. Without limitation, each SpinCo Entity: 
  

	 	a.	may enforce against Dampkraft its rights under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation 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 under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation 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 Transferable Creole Policy or with respect to any Insured SpinCo Obligation. 


(iii) With respect to each Transferable Creole Policy that is subject to the Dampkraft Assumption and Novation, the aggregate of rights,
duties, and obligations set forth in subsections (a)(i) and (a)(ii) above shall be treated as the Transferred Dampkraft Policy relating to such Transferable Creole Policy. 

(b) No Transfer or Novation of Insured RemainCo Obligations to SpinCo Entities. Except to the extent that the Wholly Retained Creole
Policies are determined to cover Insured SpinCo Obligations notwithstanding the absence of any SpinCo Entity as an Insured thereunder, the Wholly Retained Creole Policies are not novated or otherwise affected by the Dampkraft Assumption and
Novation. The Transferable Creole Policies are novated to Dampkraft as set forth above only to the extent that one or more SpinCo Entities is an insured thereunder. To the extent that RemainCo Entities are insureds under the Transferable Creole
Policies, 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 the Insurer under the Transferable Creole Policies. The Parties further 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 the Insurer with respect to the Insured RemainCo Obligations. 
 (c) No
Effect on Aggregate Limits of Liability. For the avoidance of doubt, it is understood and agreed that the aggregate liability of Creole and Dampkraft, taken together, is not intended to be, and shall be deemed not to be, increased by
implementation of this Agreement. In particular, and without limitation, to the extent that any Transferable Creole Policy contains an aggregate limit of liability, that aggregate limit of liability shall, after the


  
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Assumption Time, apply as a single, joint aggregate limit of liability as between (i) the resulting Transferred Dampkraft Policy and (ii) the portions of the Transferable Creole Policy
that are retained pursuant to Section 2(b) above. Disputes as to priority of claims and/or allocation of the single, joint aggregate limit of liability shall be resolved pursuant to Section 12 hereof. 

(d) Transfer of Assets. In consideration of Dampkraft’s agreement to assume and discharge Creole’s obligations under each
Transferable Creole Policy, Creole agrees to transfer to Dampkraft no later than [●] days after the Effective Date all of the assets, liabilities, rights and obligations comprising the aggregate value of the Loss Portfolio. 

3. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except
by a written instrument signed by each Party. 
 4. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which
consent shall not be unreasonably withheld. 
 5. No Waiver. The failure or refusal by any Party to exercise any rights
granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a
writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted. 
 6.
Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange
of copies of this Agreement and of signature pages by facsimile or email transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the Parties and other Persons signatory hereto transmitted by facsimile or email shall be deemed to be their original signatures for all purposes. 

7. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever
unless otherwise specifically granted hereunder. 
 8. Parties’ Representations. As of the Effective Date, each of the
Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations
hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly
executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity 

  
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principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions
hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it,
or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally
binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf. 

9. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other
communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by a recognized overnight delivery
service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement: 

 

					
	If to Dampkraft:		Dampkraft Insurance Company, c/o Babcock & Wilcox
	or any SpinCo Entity:		Enterprises, Inc.
			13024 Ballantyne Corporate Place, Suite 700
			Charlotte, North Carolina 28277
			Attention: Senior Manager - Insurance (with copy to General Counsel)
			Telephone:		[●]
			Facsimile:		[●]
			Electronic Mail:		[●]
		
	If to Creole:		Creole Insurance Company
	or any RemainCo Entity:				
			Creole Insurance Company, c/o The Babcock & Wilcox Company, Inc.
			11525 North Community House Road
			Suite 600		
			Charlotte, NC 28277
			Attention:		Chief Risk Officer
					(with copy to General Counsel)
			Telephone:		[●]
			Facsimile:		[●]
			Electronic Mail:		[●]

 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 mail or overnight courier. 


  
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 10. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction. 

11. 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 THE SUBJECT MATTER HEREOF. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS
AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA, AND THE PARTIES FURTHER ACKNOWLEDGE THE CONTROLLING NATURE OF THE ALAA WITH RESPECT TO DISPUTE RESOLUTION, AS SET FORTH IN THE FOLLOWING PARAGRAPH. 

12. Dispute Resolution. Any and all disputes arising out of this Agreement shall be resolved in accordance with the procedures
set for in Section V of the Master Separation Agreement. Issues as to whether a given obligation is an Insured SpinCo Obligation or an Insured RemainCo Obligation shall be resolved as set forth in the ALAA, which resolution shall be binding for all
purposes of this Agreement. Any such assertions may be made, to the extent appropriate, in connection with the dispute resolution under the ALAA but may not be made as a basis for challenging such resolution. 

13. Severability. If any term or other provision of this Agreement or the Exhibits attached hereto is determined by a
nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 

14. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as
referring to such law as amended, modified, 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


  
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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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 IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have executed this
Agreement, by their duly authorized representatives. 
  

			
	THE BABCOCK & WILCOX COMPANY
		
	By:		  

	Name:		
	Title:		
	
	CREOLE INSURANCE COMPANY
		
	By:		  

	Name:		
	Title:		
	
	BABCOCK & WILCOX ENTERPRISES, INC.
		
	By:		  

	Name:		
	Title:		
	
	DAMPKRAFT INSURANCE COMPANY
		
	By:		  

	Name:		
	Title:		








 ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTION 2: 

SPINCO ENTITIES: 
 DAMPKRAFT INSURANCE COMPANY

 ADTEC AB 
 GOTAVERKEN EMISSION TECHNOLOGY AB

 AMERICON EQUIPMENT SERVICES, INC. 
 AMERICON,
INC. 
 B&W DE PANAMA, INC. 
 B&W PGG
LUXEMBOURG CANADA HOLDINGS SARL 
 B&W PGG LUXEMBOURG FINANCE SARL 

B&W PGG LUXEMBOURG HOLDINGS SARL 

BABCOCK & WILCOX CONSTRUCTION CO., INC. 

BABCOCK & WILCOX MONTERREY FINANCE SARL 

BABCOCK & WILCOX DE MONTERREY S.A. DE C.V. 

BABCOCK & WILCOX EBENSBURG POWER, LLC 

BABCOCK & WILCOX EQUITY INVESTMENTS, LLC 
  

			
	By:		  

	Name:		  

	Title:		  









 BABCOCK & WILCOX GLOBAL SALES & SERVICES – CHILE SPA 

BABCOCK & WILCOX GLOBAL SALES & SERVICES SARL 

BABCOCK & WILCOX INDIA HOLDINGS, INC. 

BABCOCK & WILCOX INDIA PRIVATE LIMITED 

BABCOCK & WILCOX INTERNATIONAL INVESTMENTS CO., INC. 

BABCOCK & WILCOX INTERNATIONAL SALES AND SERVICE CORPORATION 

BABCOCK & WILCOX INTERNATIONAL, INC. 

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP. 

BABCOCK & WILCOX POWER GENERATION GROUP, INC. 

BABCOCK & WILCOX VOLUND A/S 
 DELTA POWER
SERVICES, LLC 
 DIAMOND OPERATING CO., INC. 

DIAMOND POWER AUSTRALIA HOLDINGS, INC. 
 DIAMOND POWER
CENTRAL & EASTERN EUROPE S.R.O. 
 DIAMOND POWER CHINA HOLDING, INC. 

DIAMOND POWER DO BRASIL LIMITADA 
  

			
	By:		  

	Name:		  

	Title:		  









 DIAMOND POWER EQUITY INVESTMENTS, INC. 

DIAMOND POWER FINLAND OY 
 DIAMOND POWER GERMANY GMBH

 DIAMOND POWER INTERNATIONAL, INC. 
 DIAMOND
POWER MACHINE (HUBEI) CO., INC. 
 DIAMOND POWER SERVICES S.E.A. LTD. 

DIAMOND POWER SPECIALTY (PROPRIETARY) LIMITED 

DIAMOND POWER SPECIALTY LIMITED 
 DIAMOND POWER SWEDEN
AB 
 DPS ANSON, LLC 
 DPS BERLIN, LLC 

DPS CADILLAC, LLC 
 DPS FLORIDA, LLC 

DPS GREGORY, LLC 
 DPS MECKLENBURG, LLC 

DPS PIEDMONT, LLC 
 EBENSBURG ENERGY, LLC 

EBENSBURG INVESTORS LIMITED PARTNERSHIP 
  

			
	By:		  

	Name:		  

	Title:		  









 EBENSBURG POWER COMPANY 

GOTAVERKEN MILIJO AB 
 LOIBL ALLEN-SHERMAN HOFF GMBH

 MEGTEC ACQUISITION, LLC 
 MEGTEC
ENERGY & ENVIRONMENTAL LLC 
 MEGTEC ENVIRONMENTAL LIMITED 

MEGTEC EUROPE COOPERATIEF U.A. 
 MEGTEC HOLDINGS, INC.

 MEGTEC IEPG BV 
 MEGTEC INDIA HOLDINGS, LLC

 MEGTEC PPG BV 
 MEGTEC SYSTEMS AB 

MEGTEC SYSTEMS AMAL AB 
 MEGTEC SYSTEMS AUSTRALIA,
INC. 
 MEGTEC SYSTEMS INDIA PRIVATE LTD. 

MEGTEC SYSTEMS LIMITED 
 MEGTEC SYSTEMS S.A.S.

 MEGTEC SYSTEMS SHANGHAI LTD. 
 MEGTEC
SYSTEMS, INC. 
 MEGTEC THERMAL ENERGY & ENVIRONMENTAL 

TECHNOLOGY (SHANGHAI), LTD. 
  

			
	By:		  

	Name:		  

	Title:		  









 MEGTEC TURBOSONIC INC. 

MEGTEC TURBOSONIC TECHNOLOGIES, INC. 
 MTS ASIA, INC.

 MTS ENVIRONMENTAL GMBH 
 O&M HOLDING
COMPANY 
 P.T. BABCOCK & WILCOX ASIA 

PALM BEACH RESOURCE RECOVERY CORPORATION 
 POWER
SYSTEMS OPERATIONS, INC. 
 REVLOC RECLAMATION SERVICE, INC. 

SERVICIOS DE FABRICACION DE VALLE SOLEADO, S.A. DE C.V. 

SERVICIOS PROFESIONALES DE VALLE SOLEADO, S.A. DE C.V. 

SOFCO – EFS HOLDINGS LLC 
 BABCOCK &
WILCOX TECHNOLOGY, INC. 
 BABCOCK & WILCOX HOLDINGS, INC. 
  

			
	By:		  

	Name:		  

	Title:		  









 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 solely by virtue of being listed on such Schedule 1.1(d). 







 Schedule 1.1(d) 

Designated SpinCo Entities 
  

			
	 Reference ID
	  	 Name

	333	  	Ahahsain Hudson Heat Transfer Co. Ltd
	398	  	Advanced Refractory Technologies, Inc.
		  	A.M. Lockett & Co., Limited
		  	Amcermet Corporation
		  	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	  	Babcock & Wilcox Asia Investment Co., Inc.
	115	  	Babcock & Wilcox Asia Limited
	533	  	Babcock & Wilcox Canada Leasing Ltd.
		  	Babcock & Wilcox China Holdings, Inc.
	215	  	Babcock & Wilcox China Investment Co., Inc.
		  	Babcock & Wilcox Denmark Holdings, LLC
	594	  	Babcock & Wilcox do Brasil Limitada
	528	  	Babcock & Wilcox do Brasil Participacoes Limitada
	206	  	Babcock & Wilcox Egypt SAE
	169	  	Babcock & Wilcox Fibras Ceramicas Limitada
	557	  	Babcock & Wilcox Foreign Sales Corporation
	175	  	Babcock & Wilcox Gama Kazan Teknolojisi A.S.
	552	  	Babcock & Wilcox General Contracting Company
	395	  	Babcock & Wilcox HRSG Company
		  	Babcock & Wilcox Industries, Ltd.
		  	Babcock & Wilcox International Construction Co., Inc.
	305	  	Babcock & Wilcox Jonesboro Power, Inc.
		  	Babcock & Wilcox Refractories limited
	323	  	Babcock & Wilcox Salt City Power, Inc.
	322	  	Babcock & Wilcox Tracy Power, Inc.
	314	  	Babcock & Wilcox Victorville Power, Inc:
	727	  	Babcock & Wilcox 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	  	Bailey Beijing Controls Co.,Ltd.
	516	  	Bailey Controls Australia Pty. Limited
	517	  	Bailey Controls International Sales & Services Company, Inc.
	954	  	Bailey Controls Jordan for Process Controls Services, ltd.
	563	  	Bailey Controls Sales & Service (Australia) Pty. Limited
	564	  	Bailey Controls Sales & Services Canada Inc.
	561	  	Bailey do Brasil lnstrumentos Industrials Limitada
	114	  	Bailey International, Inc.
	923	  	Bailey Japan Company Limited
	542	  	Bailey Meter and Controls Company
		  	Bailey Meter Company
	562	  	Bailey Meter Co. (Japan) Ltd.
		  	Bailey Meter Company Limited
		  	Bailey Meter GmbH
		  	C.C. Moore & 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 Broach & 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
		  	DPS Berkeley, LLC
		  	DPS Lowell Cogen, LLC
		  	DPS Michigan, LLC
		  	DPS Mojave, LLC
		  	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
		  	Greer Land Co.
		  	Holmes Insulations Limited
		  	Ivey-Cooper 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 Bailey, S.A. 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
		  	National Ecology Company
	976	  	Nooter/Eriksen - Babcock & Wilcox, L.L.C.
	933	  	North American CWF Partnership
	9989	  	North Branch Power Company L.P.
	971	  	North County Operations Associates
		  	North County 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.
	932	  	South Point CWF
	556	  	Sunland Construction Co., Inc.
	988	  	Sunnyside Cogeneration Associates
	582	  	Sunnyside II, Inc.
	992	  	Sunnyside II, L.P
	303	  	Sunnyside Ill, Inc.
	993	  	Sunnyside Operations Associates L.P.
	571	  	Termobloc Industria E Comercio Ltda.
	953	  	Thermax Babcock & Wilcox Limited
	502	  	TLT - Babcock, Inc.
	1152	  	W.E. Smith Hudson Pty. Ltd.








 Schedule 1.1(l) 

SpinCo Subsidiaries1 

 

							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

		  	Dampkraft Insurance Company	  	South Carolina	  	4/14/2015
		  	Adtec AB	  		  	
		  	Gotaverken Emission Techology 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	  	Babcock & Wilcox Construction Co., Inc.	  	Delaware	  	3/29/1985
	2107	  	Babcock & Wilcox Monterrey Finance SARL	  	Luxembourg	  	12/5/2014
	2011	  	Babcock & Wilcox de Monterrey S.A. de C.V.	  	Mexico	  	9/16/2009
	327	  	Babcock & Wilcox Ebensburg Power, LLC	  	Delaware	  	12/2/1986
	302	  	Babcock & Wilcox Equity Investments, LLC	  	Delaware	  	12/10/1984
	2080	  	Babcock & Wilcox Global Sales & Services - Chile SpA	  	Chile	  	5/19/2014
	2081	  	Babcock & Wilcox Global Sales & Services SARL	  	Luxembourg	  	3/19/2014
	2028	  	Babcock & Wilcox India Holdings, Inc.	  	Delaware	  	3/4/2010
	598	  	Babcock & Wilcox India Private Limited	  	India	  	2/3/1999
	126	  	Babcock & Wilcox International Investments Co., Inc.	  	Panama	  	10/23/1985
	530	  	Babcock & Wilcox International Sales and Service Corporation	  	Delaware	  	9/27/1973
	541	  	Babcock & Wilcox International, Inc.	  	Delaware	  	5/20/1981
	2072	  	Babcock & Wilcox Power Generation Group Canada Corp.	  	Nova Scotia	  	11/27/2013
	500	  	Babcock & Wilcox Power Generation Group, Inc.	  	Delaware	  	12/16/1977
	599	  	Babcock & Wilcox Volund A/S	  	Denmark	  	11/22/1999
	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

  

	1 	NTD: This schedule to be updated to include names of any entities formed for the Spin that will be within the SpinCo Group. 









							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

	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
	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
	523	  	Diamond Power Specialty Limited	  	United Kingdom	  	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 Gregory, 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
	2027	  	Gotaverken Milijo AB	  	Sweden	  	12/3/2003
	2055	  	Loibl Allen-Sherman Hoff 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









							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

	2085	  	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	  	China	  	
	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. Babcock & Wilcox 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 Valle Soleado, S.A. de C.V.	  	Mexico	  	7/31/2009
	2012	  	Servicios Profesionales de Valle Soleado, S.A. de C.V.	  	Mexico	  	7/31/2009
	767	  	SOFCo - EFS Holdings LLC	  	Delaware	  	2/22/2002
	595	  	Babcock & Wilcox Technology, Inc.	  	Delaware	  	3/6/1997
		  	Babcock & Wilcox Holdings, Inc.	  	Delaware	  	4/20/2015








 EXHIBIT II – 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 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/OHM Weldon Spring, Inc.
	565	  	Babcock & Wilcox Government Services Company
		  	Babcock & Wilcox Michoud Operations, LLC
		  	Babcock & Wilcox Modular Nuclear Energy, LLC
	2007	  	Babcock & Wilcox Nevada, LLC
		  	Babcock & Wilcox Nuclear Services (U.K.) Limited
	945	  	Babcock-Brown Boveri Reaktor GmbH
		  	BCE Parts Ltd.
		  	Burlington Niche Services Ltd.
		  	BWXT Hanford Company
		  	BWXT of Idaho, Inc.
		  	BWXT of Ohio, Inc.
	590	  	BWXT Protec, Inc.
		  	C3 Nuclear Limited
		  	Columbia Basin Ventures, LLC
	321	  	Conam Nuclear, Inc.
	1914	  	CTR Solutions, LLC
		  	DM Petroleum Operations Company
	961	  	Enserch Environmental Management Company, Inc.
	461	  	International Disarmament Corporation
		  	Isotek Systems, LLC
		  	Nuclear Materials and Equipment Corporation
		  	Nuclear Production Partners, LLC
	958	  	Olin Pantex Inc.
		  	Rocky Flats Technical Associates, Inc.
	1980	  	Savannah River Alliance LLC
	2008	  	Savannah River Tactical Services LLC
	570	  	Triso
		  	Tubesolve Ltd.








 Schedule 1.1(e) 

RemainCo Subsidiaries2 

 

							
	 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
	532	  	Babcock & Wilcox Canada Ltd.	  	Ontario	  	6/5/1922
	2049	  	Babcock & Wilcox Commercial Power, Inc.	  	Delaware	  	6/15/2011
	2014	  	Babcock & Wilcox Conversion Services, LLC	  	Delaware	  	7/14/2009
	2002	  	Babcock & Wilcox Intech, Inc.	  	Tennessee	  	7/29/1994
	2048	  	Babcock & Wilcox International Technical Services, Inc.	  	Delaware	  	6/1/2011
	380	  	Babcock & Wilcox Investment Company	  	Delaware	  	7/12/1990
	2042	  	Babcock & Wilcox Modular Reactors LLC	  	Delaware	  	12/21/2010
	2056	  	Babcock & Wilcox mPower, Inc.	  	Delaware	  	1/11/2012
	2071	  	Babcock & Wilcox NOG Technologies, Inc.	  	Delaware	  	6/12/2013
	2059	  	Babcock & Wilcox Nuclear Energy Europe SAS	  	France	  	7/5/2012
	1967	  	Babcock & Wilcox Nuclear Energy, Inc.	  	Delaware	  	5/23/2007
	1974	  	Babcock & Wilcox Nuclear Operations Group, Inc.	  	Delaware	  	11/20/2007
	2035	  	BWSR, LLC	  	Delaware	  	5/19/2010
	1961	  	Babcock & Wilcox Technical Services (U.K.) Limited	  	United Kingdom	  	12/19/2006
	1970	  	Babcock & Wilcox Technical Services Clinch River, LLC	  	Delaware	  	5/16/2007
	572	  	Babcock & Wilcox Technical Services Group, Inc.	  	Delaware	  	12/11/1991
	587	  	Babcock & Wilcox Technical Services Savannah River Company	  	Delaware	  	9/1/1995
	710	  	Babcock & Wilcox Technical Services Y-12, LLC	  	Delaware	  	4/20/2000
	596	  	Babcock & Wilcox Government and Nuclear Operations, Inc.	  	Delaware	  	3/19/1997
	580	  	BWXT Federal Services, Inc.	  	Delaware	  	10/13/1994
	1576	  	BWXT Washington, Inc.	  	Delaware	  	9/29/2004
	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

  

	2 	NTD: This schedule to be updated to include names of entities formed for the Spin that will be within the RemainCo Group. 









							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

	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
	2004	  	NOG-Erwin Holdings, Inc.	  	Delaware	  	7/30/2008
	2006	  	Nuclear Fuel Services, Inc.	  	Delaware	  	9/25/2007
	2029	  	The Babcock & Wilcox Company	  	Delaware	  	3/8/2010
	3087	  	BWXT Foreign Holdings, LLC	  	Delaware	  	4/20/2015
		  	BWXT Canada Holdings Corp.	  	Nova Scotia