Exhibit 10.5


 


LIMITED GUARANTY AGREEMENT


 


This LIMITED GUARANTY
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Limited Guaranty”),
dated as of May 14, 2020, is made by B. RILEY FINANCIAL, INC. (the “Limited Guarantor”), in favor of BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the ratable benefit
of the Administrative Agent, the Revolving Credit Lenders, each L/C Issuer, each co-agent or sub-agent appointed by the Administrative
Agent from time to time pursuant to Section 9.05 of the Credit Agreement described below and the other Persons to whom the
Guaranteed Obligations are owed (collectively, the “Guaranteed Parties”).


 


PRELIMINARY STATEMENT


 


WHEREAS, pursuant to
that certain Amended and Restated Credit Agreement, dated as of May 14, 2020 (as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Babcock & Wilcox Enterprises, Inc. (the “Borrower”),
the Guarantors, the Lenders, the Administrative Agent, and each L/C Issuer, the Revolving Credit Lenders have agreed to make certain
accommodations under and amend and restate that certain Credit Agreement, dated as of May 11, 2015 (as amended, restated, supplemented
or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), upon the terms and subject to the
conditions set forth therein.


 


WHEREAS, execution
of this Limited Guaranty is a condition precedent to the Credit Agreement, and the Administrative Agent and the Revolving Credit
Lenders are entering into the Credit Agreement in reliance on the Limited Guarantor’s obligations hereunder;


 


WHEREAS, execution
of this Limited Guaranty is in partial consideration for the Borrower’s agreement to terminate the B. Riley 2020 Backstop
as set forth in that certain letter agreement dated as of the date hereof, among the Limited Guarantor, the Borrower and the Administrative
Agent; and


 


WHEREAS, the Limited
Guarantor has materially benefited from the Credit Extensions made under the Existing Credit Agreement and will materially benefit
from the Credit Extensions to be made under the Credit Agreement and the payments to be made by the Borrower under that certain
fee letter agreement dated as of the date hereof, between the Borrower and the Limited Guarantor;


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce
the Administrative Agent and the other Guaranteed Parties to enter into, and make their respective Credit Extensions and other
accommodations (including extending the maturity of their respective commitments under the Existing Credit Agreement) under the
Credit Agreement, the Limited Guarantor hereby agrees with the Administrative Agent, for the ratable benefit of the Guaranteed
Parties as follows:


 


AGREEMENT


 


1.Defined Terms.
Capitalized terms used and not otherwise defined herein shall have the meanings herein that are assigned to such terms in the Credit
Agreement. The following terms when used herein shall have the meanings set forth below:


 


“Borrower Entities” shall have the meaning
set forth in Section 9(a).


 






    


     


    

 


“B. Riley 2020 Backstop”
means that certain letter dated January 31, 2020 (as amended, supplemented or otherwise modified prior to the date hereof), between
the Company and B. Riley Financial, Inc. executed in connection with Amendment No. 20, dated as of January 31, 2020, to the Existing
Credit Agreement.


 


“Guarantee
Event” means any of the following acts or omissions:


 


(a) the
failure of the Limited Guarantor for any reason to fund in full any Tranche A-6 Term Loan Borrowing in accordance with the Credit
Agreement (solely except as such amount may be reduced on account of Net Cash Proceeds of the issuance of Stock or Stock Equivalents
of the Borrower in accordance with Section 4.05 of the Credit Agreement) on the proposed date of the Credit Extension with respect
thereto; or


 


(b)  (i)
the Limited Guarantor shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its
debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or
against the Limited Guarantor seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian,
receiver, trustee or other similar official for it or for any substantial part of its property; provided, however,
that, in the case of any such proceedings instituted against the Limited Guarantor (but not instituted by the Limited Guarantor),
such proceedings shall remain undismissed or unstayed for a period of 60 days or more or an order or decree approving or ordering
any of the foregoing shall be entered, or (iii) the Limited Guarantor shall take any corporate action to authorize any action set
forth in clauses (i) or (ii) above; or


 


(c) notwithstanding
the waivers of the Limited Guarantor set forth in Section 5, the Limited Guarantor or any of its affiliates or any other
party acting on the Limited Guarantor or any of its affiliates’ behalf in concert with the Limited Guarantor or any of its
affiliates makes any assertion that that this Limited Guaranty or any provision hereof ceases to be valid, binding on, or enforceable
against the Limited Guarantor; or


 


(d) the
acceleration of the Revolving Credit Loans under Section 8.02 of the Credit Agreement, whether automatic or resulting from
the action of the Administrative Agent or the Required Lenders; or (e) an Event of Default under any of clauses (a) or (b) of
Section 8.01 of the Credit Agreement (other than with respect to Obligations with respect to the Term Loan Facility).


 


“Guarantor
Claims” shall have the meaning set forth in Section 9(a).


 


“Guaranteed
Obligations” has the meaning set forth in Section 2(a).


 






    2


     


    

 


2. Guaranty.


 


(a) The
Limited Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely
as a guaranty of collection, prompt payment at all times of all Obligations with respect to the Revolving Credit Facility,
(i) including any outstanding Revolving Credit Loans (including all renewals, extensions, amendments, restatements and other
modifications thereof) and earned interest and fees in relation thereto as set forth in the Credit Agreement (including any
interest paid-in-kind or deferred, any commitment fees, the fees set forth in Section 2.09(c) of the Credit Agreement and any
other consent fees and the fees set forth under Section 2.09(d), including to the extent earned under the Existing Credit
Agreement (but as may be limited to any explicit waiver in effect under the Credit Agreement),  and in each case whether
recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed
claim under any proceeding or case commenced by or against the Limited Guarantor or the Borrower under any Debtor Relief
Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any
Debtor Relief Laws, but (ii) excluding contingent obligations and L/C Borrowings (collectively, the “Guaranteed
Obligations”); provided that the Limited Guarantor shall have no liability to make any payment under this Section
2(a) until the occurrence of a Guarantee Event; provided further that if the only Guarantee Event that has
occurred is a Guarantee Event under clause (e) of the definition thereof, the Limited Guarantor shall only be required to
make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by required
prepayment, upon acceleration, demand or otherwise;


 


(b) The
books and records of the Administrative Agent and the books and records of each Guaranteed Party, showing the amount of the Guaranteed
Obligations shall be admissible in evidence in any action or proceeding, and shall be conclusive absent manifest error of the amount
of the Credit Extensions and the interest and payments thereon. This Limited Guaranty shall not be affected by the genuineness,
validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations
or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact
or circumstance relating to the Guaranteed Obligations, which might otherwise constitute a defense to the obligations of the Limited
Guarantor under this Limited Guaranty, and the Limited Guarantor hereby irrevocably waives any defenses it may now have or hereafter
acquire, in law or in equity, in any way relating to any or all of the foregoing or otherwise. Anything contained herein to the
contrary notwithstanding, the obligations of the Limited Guarantor hereunder at any time shall be limited to an aggregate amount
equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance
under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or
state law;


 


(c) The
Limited Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel)
which may be paid or incurred by any Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting
against, the Limited Guarantor under this Limited Guaranty.


 


(d) The
Limited Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability
of the Limited Guarantor hereunder without impairing this Limited Guaranty or affecting the rights and remedies of any Guaranteed
Party hereunder;


 


(e) The
Limited Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to any Guaranteed Party on
account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Limited
Guaranty for such purpose.


 


3. No Setoff
or Deductions; Taxes; Payments. The Limited Guarantor shall make all payments hereunder without setoff or counterclaim
against, among others, the Loan Parties, the Guaranteed Parties, and free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature
now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority
therein unless the Limited Guarantor is compelled by Requirement of Law to make such deduction or withholding and the Limited
Guarantor shall pay and indemnify each Guaranteed Party for Indemnified Taxes and Other Taxes. The obligations of the Limited
Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this
Limited Guaranty as to the Limited Guarantor.






    3


     


    

 


4. 
Rights of Guaranteed Parties. The Limited Guarantor consents and agrees that the Guaranteed Parties may, at any time and
from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a)
amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the
Guaranteed Obligations or any part thereof, (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or
otherwise dispose of any security for the payment of this Limited Guaranty or any Guaranteed Obligations, (c) apply such
security and direct the order or manner of sale thereof as the Guaranteed Parties in their sole discretion may determine and
(d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without
limiting the generality of the foregoing, the Limited Guarantor consents to the taking of, or failure to take, any action
which might in any manner or to any extent vary the risks of the Limited Guarantor under this Limited Guaranty or which, but
for this provision, might operate as a discharge of the Limited Guarantor. Notwithstanding anything to the contrary in the
foregoing, the Limited Guarantor does not waive any of its rights as a Lender under the Credit Agreement, which rights shall
be governed by the Credit Agreement.


 


5. Certain
Waivers. The Limited Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower
or any other guarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed
Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense
based on any claim that the Limited Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c)
the benefit of any statute of limitations affecting the Limited Guarantor’s liability hereunder, (d) any right to require
any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or
pursue any other remedy in any Guaranteed Party’s power whatsoever, (e) any benefit of and any right to participate in any
security now or hereafter held by any Guaranteed Party, other than any benefit or right attributable to B. Riley Financial Inc.’s
status and capacity as a Lender under the Credit Agreement, which benefits and rights are hereby preserved, and (f) to the fullest
extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law limiting
the liability of or exonerating guarantors or sureties, including, without limitation,  any defense, waiver, or objection
relating in any way to the B. Riley 2020 Backstop, or any defense related  to change circumstances, frustration of purpose,
impossibility of performance or other claim based in law or equity. The Limited Guarantor expressly waives all setoffs and counterclaims
and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest,
notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations,
and all notices of acceptance of this Limited Guaranty or of the existence, creation or incurrence of new or additional Guaranteed
Obligations.


 


6. Obligations
Independent. The obligations of the Limited Guarantor hereunder are those of primary obligor, and not merely as surety, and
are independent of the Obligations and the obligations of any other guarantor of the Obligations, and a separate action may be
brought against the Limited Guarantor to enforce this Limited Guaranty whether or not the Borrower or any other person or entity
is joined as a party.


 


7. Subrogation.
The Limited Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights
with respect to any payments it makes under this Limited Guaranty until the occurrence of the Revolving Credit Facility
Termination Date. If any amounts are paid to the Limited Guarantor in violation of the foregoing limitation, then such
amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative
Agent (for the benefit of itself and the other Guaranteed Parties) to reduce the amount of the Guaranteed Obligations,
whether matured or unmatured.


 






    4


     


    

 


8. Termination;
Reinstatement. This Limited Guaranty is a continuing and irrevocable guarantee of all Guaranteed Obligations, now or hereafter
existing, and shall remain in full force and effect with respect to the Limited Guarantor, until the termination of this Limited
Guaranty in accordance with its terms. Notwithstanding anything to the contrary, this Limited Guaranty shall continue in full force
and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Limited Guarantor is made,
or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not
been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Limited
Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Limited Guarantor
under this paragraph shall survive termination of this Limited Guaranty.


 


9. Subordination. 


 


(a) As
used herein, the term “Guarantor Claims” shall mean all debts and liabilities of the Borrower or any of its
subsidiaries (collectively, the “Borrower Entities”) to the Limited Guarantor, whether such debts and liabilities
now exist or are hereafter incurred or arise, or whether the obligations of the Borrower Entities thereon be direct, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced
by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at
their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by
the Limited Guarantor; provided that the Guarantor Claims shall not include any debt, liabilities or other obligations
of the Borrower Entities to the Limited Guarantor in its capacity as a Lender under the Credit Agreement arising under the Credit
Agreement, which shall be subject to the provisions of Article XI and any other subordination terms set forth in the Credit Agreement.
The Guarantor Claims shall include without limitation all rights and claims of the Limited Guarantor against the Borrower Entities
(arising as a result of subrogation or otherwise) as a result of the Limited Guarantor’s payment of all or a portion of the
Guaranteed Obligations. Without limitation to the provisions of Article XI and any other subordination terms set forth in the Credit
Agreement, the Guarantor Claims are subordinate in right of payment until the occurrence of the Revolving Credit Facility Termination
Date. Upon the occurrence and during the continuance of an Event of Default or Default, the Limited Guarantor shall not, and shall
not be entitled to, receive or collect, directly or indirectly, from the Borrower Entities or any other party any amount upon the
Guarantor Claims.


 


(b) 
In the event that, notwithstanding anything to the contrary in this Limited Guaranty, the Limited Guarantor should receive any
funds, payment, claim or distribution which is prohibited by this Limited Guaranty, the Limited Guarantor agrees to hold in trust
for the Guaranteed Parties an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees
that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to
pay them promptly to the Guaranteed Parties, and the Limited Guarantor covenants promptly to pay the same to the Guaranteed Parties.


 






    5


     


    

 


10. Stay
of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in
connection with any case commenced by or against the Borrower or any guarantor of the Obligations under any Debtor Relief Laws,
or otherwise, all such amounts shall nonetheless be payable by the Limited Guarantor immediately upon demand by the Administrative
Agent.


 


11. Condition
of Borrower. The Limited Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means
of, obtaining from the Borrower such information concerning the financial condition, business and operations of the Borrower as
the Limited Guarantor requires, and that no Guaranteed Party has a duty, and the Limited Guarantor is not relying on any Guaranteed
Party at any time, to disclose to the Limited Guarantor any information relating to the business, operations or financial condition
of the Borrower (the Limited Guarantor waiving any duty on the part of any Guaranteed Parties to disclose such information and
any defense relating to the failure to provide the same).


 


12. Representations
and Warranties. To induce the Guaranteed Parties to enter into the Credit Agreement, the Limited Guarantor represents and warrants
to the Administrative Agent, for the benefit of the Guaranteed Parties, as follows:


 


(a) The Limited Guarantor is a direct owner of Equity Interest
in and holder of Term Loans of the Borrower, and has received or will receive, direct or indirect benefit from the making of this
Limited Guaranty with respect to the Obligations.


 


(b) The Limited Guarantor is familiar with,
and has independently reviewed books and records regarding, the financial condition of the Borrower; however, the Limited Guarantor
is not relying on such financial condition or the Collateral as an inducement to enter this Limited Guaranty.


 


(c) No Guaranteed Party, nor any other
party has made any representation, warranty or statement to the Limited Guarantor in order to induce the Limited Guarantor to execute
this Limited Guaranty.


 


(d) As of the date hereof, and after giving
effect to this Limited Guaranty and the contingent obligation evidenced hereby, the Limited Guarantor is, and will be, solvent,
and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts,
and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.


 


(e) The Limited Guarantor has the legal
right to execute and deliver, and to perform its obligations under, this Limited Guaranty.


 


(f) This Limited Guaranty constitutes legal,
valid and binding obligations of the Limited Guarantor enforceable in accordance with its terms, except as may be affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of
creditors’ rights generally, general equitable principles and an implied covenant of good faith and fair dealing.


 


(g) The execution, delivery and performance
of this Limited Guaranty will not violate any provision of any Requirement of Law or contractual obligation of the Limited Guarantor
and will not result in or require the creation or imposition of any Lien on any of the properties or revenues of the Limited Guarantor
pursuant to any Requirement of Law or contractual obligation of the Limited Guarantor.


 


(h) No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Limited Guarantor,
threatened by or against the Limited Guarantor or against any of its properties or revenues (i) with respect to this
Limited Guaranty or any of the transactions contemplated hereby, or (ii) which could reasonably be expected to have a
material impairment of the rights and remedies of the Administrative Agent or any Guaranteed Party under this Limited
Guaranty or the ability of the Limited Guarantor hereunder.


 






    6


     


    

 


(i) No consent or authorization of, filing
with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including,
without limitation, any stockholder or creditor of the Limited Guarantor) is required in connection with the execution, delivery,
performance, validity or enforceability of this Limited Guaranty.


 


(j) All representations and warranties made by the Limited Guarantor
herein shall survive the execution hereof.


 


13. Amendments;
Etc. None of the terms or provisions of this Limited Guaranty may be waived, amended, supplemented or otherwise modified, nor
any consent be given, except with the written consent of the Administrative Agent and the Limited Guarantor.


 


14. Notices.
All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 10.02
of the Credit Agreement; provided that notices and communications to the Limited Guarantor shall be directed to:


 


B. Riley Financial, Inc.

Burbank Blvd. Suite 400

Woodland Hills, CA 91367

Attention: Chairman (with a copy to General Counsel)

brriley@brileyfin.com

aforman@brileyfin.com


 


15. Right
of Setoff; Governing Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL; Judgment Currency. THIS LIMITED GUARANTY
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Without limiting the general applicability
of the foregoing and the terms of the other Loan Documents to this Limited Guaranty and the parties hereto, the terms of 10.14,
10.15 and 10.18 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, with each
reference to the “Borrower” therein (whether express or by reference to the Borrower as a “party” thereto)
being a reference to the Limited Guarantor, and the parties hereto agree to such terms.


 


16. Counterparts;
Electronic Execution. This Limited Guaranty may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page of this Limited Guaranty by telecopy or other electronic imaging means shall be effective
as delivery of a manually executed counterpart of this Limited Guaranty.


 


17. Miscellaneous.
No failure by any Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any
provision of this Limited Guaranty shall not affect the enforceability or validity of any other provision herein. Unless
otherwise agreed by the Administrative Agent and the Limited Guarantor in writing, this Limited Guaranty is not intended to
supersede or otherwise affect any other guaranty now or hereafter given by the Limited Guarantor or any other guarantor of
the Obligations for the benefit of the Guaranteed Parties or any term or provision thereof.


 





18. Acknowledgments.
The Limited Guarantor hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of
this Limited Guaranty and the other Loan Documents to which it is a party and (b) it has received a copy of the Credit Agreement
and the other Loan Documents and has reviewed and understands the same.


 


19. Termination;
Release.


 


Upon the Revolving
Credit Facility Termination Date, this Limited Guaranty and all obligations (other than those expressly stated to survive such
termination or as may be reinstated after such termination) of the Administrative Agent and the Limited Guarantor hereunder shall
terminate, all without delivery of any instrument or performance of any act by any party.


 


[Signature Pages Follow]


 






    7


     


    

 


IN WITNESS WHEREOF,
each of the parties hereto has caused this Limited Guaranty to be duly executed as of the date first above written.


 


	LIMITED GUARANTOR:	
	 	 	 
	B. RILEY FINANCIAL, INC.	 
	 	 	 
	By:	/s/
    Bryant R. Riley	 
	Name:	Bryant R. Riley	 
	Title:	Co-CEO	 





 


Babcock & Wilcox Enterprises, Inc.


Limited Guaranty Agreement


Signature Page





 






    


     


    

 


	BABCOCK & WILCOX ENTERPRISES,
    INC., 	 
	as Borrower	 
	 	 	 
	By:	/s/
    Dwayne M. Petish	 
	Name:	Dwayne M. Petish	 
	Title:	Treasurer	 


 





Babcock & Wilcox Enterprises, Inc.


Limited Guaranty Agreement


Signature Page









    


     


    

 


	Acknowledged and accepted:	 
	 	 
	BANK OF AMERICA, N.A.,	 
	as Administrative Agent	 
	 	 	 
	By:	/s/
    Bridgett J. Manduk Mowry	 
	Name:	Bridgett J. Manduk Mowry	 
	Title:	Vice President	 


 


Babcock & Wilcox Enterprises, Inc.


Limited Guaranty Agreement


Signature Page


 


 


11