EX-10.6



 Exhibit 10.6 

EXECUTION VERSION 

REINSURANCE 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 of North America 

and 
 Creole Insurance Company,
Ltd.; and 
 Dampkraft Insurance Company 

RECITALS 
 THIS
REINSURANCE NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of June 19, 2015 (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 South Carolina corporation (“Creole”), and Dampkraft Insurance Company, a South Carolina company
(“Dampkraft”). 
 WHEREAS, the Company and/or the ACE Affiliates have previously entered into the Existing
Reinsurance Agreements with Boudin Insurance Company , Ltd. (“Boudin”) and Creole; and 
 WHEREAS, in
connection with a previous spin-off transaction between McDermott International, Inc. and Babcock & Wilcox Holdings, Inc. (the “Prior Divestiture”), Creole, Boudin and the ACE Affiliates entered into that certain Novation
and Assumption Agreement effective as of May 18, 2010 (the “Prior Novation Agreement”); and 
 WHEREAS,
pursuant to the Existing Reinsurance Agreements and the Prior Novation Agreement, Creole remains obligated, among other things, to reinsure the Company and/or the ACE Affiliates with regard to certain Existing Policies; and 

WHEREAS, Creole, prior to the Separation, is a wholly owned Subsidiary of The Babcock & Wilcox Company
(“RemainCo”); and 
 WHEREAS, Dampkraft, is a wholly owned Subsidiary of Babcock & Wilcox Enterprises, Inc.
(“SpinCo”); and 
 WHEREAS, RemainCo intends to spin-off SpinCo (including Dampkraft) from RemainCo through a
dividend of common stock of SpinCo to the shareholders of RemainCo (the “Separation”); and 







 WHEREAS, in connection with the Separation, the Parties wish to provide that Creole be the
reinsurer with respect to cessions arising under the Existing Reinsurance Agreements and novated to Creole under the Prior Novation Agreement, from the operations, business, or property of RemainCo; and that Dampkraft be the reinsurer with respect
to cessions arising under the Existing Reinsurance Agreements and novated to Creole under the Prior Novation Agreement, from the operations, business, or property of SpinCo, in each case whether such obligations were existing, accruing or arising
before, on or after the Effective Date; and 
 WHEREAS, the Company, on its own behalf and on behalf of the ACE Affiliates, is
willing to consent to the transfer, assumption, and novation of the matters as 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 Affiliate” means each
Affiliate of ACE that has issued an Existing Policy, including Pacific Employers Insurance Company, ACE INA Insurance Company, ACE Insurance Company and Insurance Company of North America. 

“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” means the Assumption and Loss Allocation Agreement, dated as of the date hereof, among the Company, RemainCo, SpinCo
and certain other RemainCo Entities and SpinCo Entities signatory thereto. 
 “Assumed-by-Dampkraft Reinsurance Agreement”
means, as to any Novated-to-Creole Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, all rights, duties, and obligations of Creole to and in respect of the Company under such Novated-to-Creole Reinsurance Agreement
as and to the extent novated to and assumed by Dampkraft. 
 “Assumption Time” means midnight (New York time) on the
Effective Date. 
 “Boudin” has the meaning set forth in the recitals to this Agreement. 

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

  
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 “Company SpinCo Obligation” means any obligation of the Company or an ACE
Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a SpinCo Entity. 

“Company RemainCo Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured
under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a RemainCo Entity. 

“Creole LOC” has the meaning set forth in Section 3(a). 

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

“Dampkraft LOC” has the meaning set forth in Section 3(b). 

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

“ESIS” means ESIS, Inc., an Affiliate of the Company. 

“Existing Collateral” means any and all letters of credit or trust agreements outstanding as of the date hereof provided by
or required to be provided by Creole under the terms of any Existing Reinsurance Agreement in order to secure obligations arising thereunder. 

“Existing Policy” means each policy of general liability insurance, automobile liability insurance, or workers compensation
insurance issued prior to the date hereof by the Company or an ACE Affiliate and covering one or more SpinCo Entities and/or one or more RemainCo Entities that is subject to an Existing Reinsurance Agreement. 

“Existing Reinsurance Agreement” means each reinsurance agreement (whether denominated a treaty, a reinsurance policy, a
reinsurance agreement, a facultative certificate, or otherwise) in which (a) Creole is the reinsurer, (b) one or more of the Company and/or ACE Affiliates is or are the reinsureds, and (c) the ceded risk includes risk under any
Existing Policy. “Existing Reinsurance Agreements” shall not mean or include any Existing Security Agreements (as defined below). Exhibit II attached hereto and made a part hereof reflects the Parties’ best efforts to list all
Existing Reinsurance Agreements, but the definitions in this Agreement shall control in the event of any errors or omissions on such Exhibit. 

“Existing Security Agreements” shall mean and include any trust agreement, collateral agreement, pledge and security
agreement or other similar contract between the Company or an ACE Affiliate and Creole which was entered into in connection with or pursuant to any Existing Reinsurance Agreement (as defined above), and which are embodied in separately-executed
written instruments. 
 “Go-Forward Creole Obligations” means the obligations of Creole under the Wholly Retained Creole
Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement. 

  
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 “Go-Forward Dampkraft Obligations” means those obligations of Dampkraft under
the Assumed-by-Dampkraft Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement. 

“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. 

“Master Separation Agreement” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in
connection with the Separation. 
 “Novated-to-Creole Reinsurance Agreement” means, the aggregate of all rights, duties,
and obligations of Creole to and in respect of the Company under the Existing Reinsurance Agreements as and to the extent novated to and assumed by Creole pursuant to the Prior Novation Agreement. 

“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 the Company, 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. 

“Prior Novation Agreement” has the meaning set forth in the Recitals to this Agreement. 

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

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

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

“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. 

  
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 “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. 
 “Substituted Collateral” means the Creole LOC and the
Dampkraft LOC. 
 “Wholly Retained Creole Reinsurance Agreement” means a Novated-to-Creole Reinsurance Agreement that is
not an Assumed-by-Dampkraft Reinsurance Agreement 
 2. Assumption and Novation. 

(a) Dampkraft Assumption and Novation. Notwithstanding anything in any Existing Reinsurance Agreement to the contrary,
and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, so much of each Novated-to-Creole Reinsurance Agreement as reinsures any Company SpinCo Obligation. In connection with such
transfer, assignment, and novation: 
 (i) Dampkraft hereby agrees to observe, pay, perform, satisfy, fulfill and discharge,
to the extent and in the manner required under the applicable Novated-to-Creole Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the
Novated-to-Creole Reinsurance Agreements with respect to the Company SpinCo Obligations insofar as transferred above (the “SpinCo Assumption and Novation”); and 

(ii) The Company and each ACE Affiliate hereby consent to, and agree 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 Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and obligations subject to
the Dampkraft Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable: 
  

	 	a	may enforce against Dampkraft its rights with respect to the Company SpinCo Obligations under the Novated-to-Creole Reinsurance Agreements 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 with respect to the Company SpinCo Obligations under the
Novated-to-



  
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Creole Reinsurance Agreements 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 Novated-to-Creole Reinsurance Agreement with respect to any Company SpinCo Obligation.


 (b) No Transfer or Novation of Creole Obligations arising from RemainCo Operations. The Wholly
Retained Creole Reinsurance Agreements are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Assumed-by-Dampkraft Reinsurance Agreements are novated to Dampkraft as set forth above only to the extent that they reinsure
Company SpinCo Obligations. To the extent that the Novated-to-Creole Reinsurance Agreements reinsure Company RemainCo Obligations, 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 Creole as reinsurer under the Novated-to-Creole Reinsurance Agreements. 

(c) No Effect on Aggregate Limits of Liability. It is understood and agreed that the aggregate liability of Creole and
Dampkraft, taken together, under the Existing Reinsurance Agreements (or any of them) 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
Existing Reinsurance Agreement contains an aggregate limit of liability, that aggregate limit of liability shall, after the Assumption Time, apply as a single, joint aggregate limit of liability. Neither Creole nor Dampkraft shall have any further
liability under a Novated-to-Creole Reinsurance Agreement upon actual exhaustion by payment of the single, joint aggregate limit of liability thereunder; provided, however, that each of Creole and Dampkraft agree that the Company may determine the
order in which any such single, joint aggregate limit of liability may be payable by each of them under such Novated-to-Creole Reinsurance Agreement, and provided further that (x) neither Creole nor Dampkraft may refuse to pay any amount due to
the Company on the basis of any claim or contention that in determining the order in which such limits are to be paid thereunder, the Company has not acted in good faith or has acted improperly, and (y) neither Creole nor Dampkraft may assert
any such claim or contention as a defense to liability or payment or otherwise. 
 3. Collateral. 

(a) Creole LOC. 

(i) Creole will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an
irrevocable letter of credit (the “Creole LOC”) in an amount of $ $1,000,176, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the
Company may permit in writing from time to time. The Creole LOC shall secure the Go-Forward Creole Obligations. 

  
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 (ii) The Creole LOC shall be “evergreen,” meaning that it shall provide
by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Creole LOC’s anniversary date. If the Company permits
Creole to provide collateral in a form other than the Creole LOC, Creole shall provide such collateral in an amount and form acceptable to the Company. 

(iii) Creole shall continue to provide the Creole LOC (or other collateral acceptable to the Company) as security for payment
of the Go-Forward Creole Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has
issued the Creole LOC, the Company shall have the right to require Creole to replace the Creole LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company. 

(iv) The Company shall have the right to draw against the Creole LOC and/or other collateral solely (a) in accordance with
the terms of the applicable Novated-to-Creole Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is
received pursuant to the evergreen clause. 
 (v) Annually, the Company shall review and redetermine the amount of the
Go-Forward Creole Obligations and the amount of collateral security required pursuant to this Agreement. At such time, RemainCo will provide its most recent audited financial statements, interim financial statements, and any other financial
information reasonably requested by the Company for the purpose of evaluating the financial condition of RemainCo. RemainCo will provide any needed increases in the amount of the Creole LOC (and/or other collateral if acceptable to the Company)
within thirty (30) days of the Company’s written request for any additional required amount of the Creole LOC. The Company will effect any decreases in the amount of the Creole LOC (and/or other collateral) promptly, provided that Creole
is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and RemainCo is not in breach of any of its obligations to the Company under the ALAA. 

(b) Dampkraft LOC. 

(i) Dampkraft will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an
irrevocable letter of credit (the “Dampkraft LOC”) in an amount of $ $1,926,507, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the
Company may permit in writing from time to time. The Dampkraft LOC shall secure the Go-Forward Dampkraft Obligations. 

  
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 (ii) The Dampkraft LOC shall be “evergreen,” meaning that it shall
provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Dampkraft LOC’s anniversary date. If the
Company permits Dampkraft to provide collateral in a form other than the Dampkraft LOC, Dampkraft shall provide such collateral in an amount and form acceptable to the Company. 

(iii) Dampkraft shall continue to provide the Dampkraft LOC (or other collateral acceptable to the Company) as security for
payment of the Go-Forward Dampkraft Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution
which has issued the Dampkraft LOC, the Company shall have the right to require Dampkraft to replace the Dampkraft LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

 (iv) The Company shall have the right to draw against the Dampkraft LOC and/or other collateral solely (a) in
accordance with the terms of the applicable Novated-to-Dampkraft Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of
nonrenewal is received pursuant to the evergreen clause. 
 (v) Annually, the Company shall review and redetermine the amount
of the Go-Forward Dampkraft Obligations and the amount of collateral security required pursuant to this Agreement. At such time, SpinCo will provide its most recent audited financial statements, interim financial statements, and any other financial
information reasonably requested by the Company for the purpose of evaluating the financial condition of SpinCo. Dampkraft will provide any needed increases in the amount of the Dampkraft LOC (and/or other collateral if acceptable to the Company)
within thirty (30) days of the Company’s written request for any additional required amount of the Dampkraft LOC. The Company will effect any decreases in the amount of the Dampkraft LOC (and/or other collateral) promptly, provided that
Dampkraft is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and SpinCo is not in breach of any of its obligations to the Company under the ALAA. 

(c) Existing Security Agreements; Substituted Collateral. Notwithstanding anything in any Existing Reinsurance Agreement
or any Existing Security Agreement to the contrary, the Company shall release the Existing Collateral (including, without limitation, providing the necessary directions to issuing banks of letters of credit, trustees of reinsurance trusts, and/or
similar third parties) upon receipt of the Substituted Collateral as set forth in Section 3(a)(i) and 3(b)(i), and the Parties shall take all actions and execute any documents necessary to terminate the Existing Security Agreements. 

(d) Adjustments of Funds Withheld. To the extent that the Company has retained funds of Creole or Dampkraft as funds
withheld under any Existing Reinsurance Agreement (including, without limitation, by allocating reinsurance premium or other funds of the reinsurers to claim payment funds held by ESIS), such funds shall continue to be maintained following the
transactions contemplated by this Agreement. If the Company desires to effect a one-time reallocation of such funds withheld as between Creole and Dampkraft as a result of the transactions contemplated by this Agreement, it shall provide notice of
such reallocation as promptly as possible after the Assumption Time, but in any event no later than fifteen (15) days following the Effective Date, and Creole and Dampkraft shall accept the Company’s determination of the amount of such
reallocation. 

  
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 4. Existing Collateral. The Substituted Collateral required to be provided by
Creole and Dampkraft hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Reinsurance Agreements to the same extent
that such terms and conditions applied to the Existing Collateral thereunder. 
 5. Allocation. 

(a) Company Designations. The Company’s determination as to whether an obligation is a Go-Forward Creole Obligation
or a Go-Forward Dampkraft Obligation (a “Company Designation”) shall be binding on Creole and Dampkraft, and they shall not delay, or make any deduction with respect to, their payment or other response to such obligation on account
of any disagreement with such determination, provided, however, that such payment or other response shall not be construed as prejudicial to either Party in any dispute between Creole and Dampkraft with respect to any such Company
Designation. 
 (b) Disputes. Any dispute or disagreement between Creole and Dampkraft with respect to the correctness
of a Company Designation shall be resolved pursuant to Article V of the Separation Agreement; provided, that (i) the Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may
be called as a witness; (ii) any reasonable costs incurred by the Company in respect of any such arbitration proceeding will be fully reimbursed to the Company promptly following receipt of a reimbursement demand from the Company;
(iii) under no circumstances will RemainCo, SpinCo, Creole or Dampkraft, as a result of such arbitration proceeding, require the Company to return any amount received by the Company pursuant to a prior Company Designation, whether such amount
was received as a result of the Company’s draw against security posted for its benefit or otherwise, and (iv) the Company shall comply with the allocation or other resolution of such dispute. 

6. Billing. On and after the Effective Date, the Company will (in each case in accordance with the billing procedures set forth
in the applicable Existing Reinsurance Agreement) 
 (a) bill Creole directly for such of the Go-Forward Creole Obligations
as are then due and payable, and provide Creole with appropriate reports and accounting with respect to such obligations; and 

(b) bill Dampkraft directly for such of the Go-Forward Dampkraft Obligations as are then due and payable, and provide Dampkraft
with appropriate reports and accounting with respect to such obligations. 

  
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 7. 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. 
 8. 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. 
 9. 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. 

10. 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 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 shall be deemed to be their original signatures for all
purposes. 
 11. 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. 
 12. 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 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. 

  
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 13. 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 internationally 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 the Company	  	ACE American Insurance Company
		  	225 E. John Carpenter Freeway, Suite 1300
		  	Irving, TX 75062
		  	Attention:	  	Underwriting Manager
		  		  	ACE Risk Management
		  	Telephone:	  	(972) 465.7500
		  	Facsimile:	  	(972) 465.7826
		
	If to Creole:	  	Creole Insurance Company, Ltd.,
	or any RemainCo Entity:	  	11525 North Community House Road
		  	Suite 600
		  	Charlotte, NC 28277
		  	Attention:	  	Chief Risk Officer (with a copy to General Counsel)
		  	Telephone:	  	(980) 365.4181
		  	Facsimile:	  	(980) 365.4020
		
	If to Dampkraft:	  	Dampkraft Insurance Company
	or any SpinCo Entity:	  	13024 Ballantyne Place
		  	Suite 700
		  	Charlotte, NC 28277
		  	Attention:	  	Senior Manager-Insurance (with a copy to General Counsel)
		  	Telephone:	  	(704) 625.4888
		  	Facsimile:	  	(704) 625.4910

 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 overnight mail or courier. 


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

15. 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 SUCH TRANSFERS, ASSUMPTIONS, AND NOVATIONS. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE
THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA. 
 16. Dispute Resolution. For dispute resolution purposes
as between Creole and Dampkraft, and all disputes between Creole and Dampkraft arising out of this Agreement, including without limitation as to whether a given obligation is a Go-Forward Creole Obligation or a Go-Forward Dampkraft Obligation, shall
be resolved in accordance with the procedures set forth in Article V of the Separation Agreement. 
 As between the Company on the one hand
and Creole and/or Dampkraft, on the other hand, all disputes arising hereunder shall be resolved in accordance with the arbitration provisions of the most recent Existing Reinsurance Agreement. In any such arbitration, the entity named in the
applicable Company Designation shall be the party formally opposed to the Company, but the other of Creole or Dampkraft shall have right to associate effectively in the defense and/or prosecution of such arbitration. 

17. 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. 

18. 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, 

  
 12 








 
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 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] 

  
 13 








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

					
	ACE AMERICAN INSURANCE COMPANY
		
	By:	 	 /s/ Richard M. Sica

		 	Name:	 	 Richard M. Sica

		 	Title:	 	 Attorney-in-fact

	
	CREOLE INSURANCE COMPANY, LTD.
		
	By:	 	 /s/ David S. Black

		 	Name:	 	David S. Black
		 	Title:	 	Vice President and Treasurer
	
	DAMPKRAFT INSURANCE COMPANY
		
	By:	 	 /s/ Jenny L. Apker

		 	Name:	 	Jenny L. Apker
		 	Title:	 	Vice President and Treasurer


 Signature Page to Group II Agreement 







 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 or Existing Reinsurance Agreement 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
	732	  	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.
	1570	  	Babcock & Wilcox China Holdings, Inc.
	215	  	Babcock & Wilcox China Investment Co., Inc.
	1571	  	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.
	2045	  	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
	1990	  	DPS Berkeley, LLC
	1996	  	DPS Lowell Cogen, LLC
	1991	  	DPS Michigan, LLC
	1994	  	DPS Mojave, LLC
	1998	  	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
	2001	  	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
	540	  	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
	501	  	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 Subsidiaries 
  

							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

		  	Adtec 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
	2114	  	Babcock & Wilcox Holdings, Inc.	  	Delaware	  	4/20/2015
	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
	595	  	Babcock & Wilcox Technology, Inc.	  	Delaware	  	3/6/1997
	599	  	Babcock & Wilcox Volund A/S	  	Denmark	  	11/22/1999
	2113	  	Dampkraft Insurance Company	  	South Carolina	  	4/14/2015
	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
	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









							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

	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
		  	Gotaverken Emission Techology AB	  		  	
	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
	2085	  	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	  	China	  	









							
	 Reference ID
	  	 Name
	  	 Jurisdiction
	  	 Formation

	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








 EXHIBIT II - EXISTING REINSURANCE AGREEMENTS 

 

													
	Reinsurance Agreement (agreement # 22004)	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	McDermott Incorporated Et AI.	  		  		  	6/1/1975
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1977
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1977
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	INA of Texas	  		  		  	4/1/1978
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1978
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	INA of Texas	  		  		  	4/1/1979
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	INA of Texas	  		  		  	4/1/1979
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	INA of Texas	  		  		  	4/1/1980
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	INA of Texas	  		  		  	4/1/1980
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1982
	Addendum Number Five to Reinsurance Agreement effective 4/1/1982	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1983
	Addendum Number Six to Reinsurance Agreement effective 4/1/1982	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1984
	Addendum Number Seven to Reinsurance Agreement effective 4/1/1982	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1985
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1986









													
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1987
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  		  		  		  	4/1/1987
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1988
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  		  		  		  	4/1/1988
	Trust Agreement	  	Creole Insurance Company, Ltd.	  	Pacific Employers Insurance Company	  	Morgan Guaranty Trust Company of New York	  		  		  	6/24/1988
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1989
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1990
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1990
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  		  		  		  	4/18/1990
	Reinsurance Agreement - Addendum I	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  		  		  		  	4/19/1990
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1991
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  		  		  		  	4/1/1991
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	Pacific Employers Insurance Company	  		  		  	4/1/1992
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	Pacific Employers Insurance Company	  		  		  	4/1/1993
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Insurance Company of North America	  	Pacific Employers Insurance Company	  		  		  	4/1/1994
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company of Texas	  		  		  		  	4/1/1994
	Workers Compensation Residual Market Assessments Captive Programs	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company of Texas	  		  		  		  	4/1/1994









													
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  		  		  		  	4/1/1995
	Agreement for Workers Compenstion Redsidual Market Assessments Captive Programs	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  		  		  		  	4/1/1995
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	CIGNA Insurance Company	  	Indemnity Insurance Company of North America	  	CIGNA Insurance Company of Canada	  		  	4/1/1995
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Bankers Standard Insurance Company	  		  		  		  	4/1/1995
	Workers Compensation Residual Market Assessments 1995 Captive Programs	  	Creole Insurance Company, Ltd.	  	Bankers Standard Insurance Company	  		  		  		  	4/1/1995
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Indemnity Insurance Co. of N.A.	  	CIGNA Insurance Company	  	CIGNA Insurance Company of Canada	  		  	4/1/1995
	Addendum I to Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Indemnity Insurance Company of North America	  	CIGNA Insurance Company	  	CIGNA Insurance Company of Canada	  		  	4/1/1996
	Reinsurance Agreement	  	Creole Insurance Company, Ltd.	  	Indemnity Insurance Co. of N.A.	  	CIGNA Insurance Company	  	CIGNA Insurance Company of Canada	  	Pacific Employers Insurance Company	  	4/1/1997








 EXHIBIT III – 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 or Existing Reinsurance Agreement 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
	1999	  	Babcock & Wilcox Michoud Operations, LLC
	2010	  	Babcock & Wilcox Modular Nuclear Energy, LLC
	2007	  	Babcock & Wilcox Nevada, LLC
	2018	  	Babcock & Wilcox Nuclear Services (U.K.) Limited
	945	  	Babcock-Brown Boveri Reaktor GmbH
	2000	  	BCE Parts Ltd.
		  	Burlington Niche Services Ltd.
	0589	  	BWXT Hanford Company
	0382	  	BWXT of Idaho, Inc.
	0592	  	BWXT of Ohio, Inc.
	590	  	BWXT Protec, Inc.
	1973	  	C3 Nuclear Limited
	0975	  	Columbia Basin Ventures, LLC
	321	  	Conam Nuclear, Inc.
	1914	  	CTR Solutions, LLC
	0930	  	DM Petroleum Operations Company
	961	  	Enserch Environmental Management Company, Inc.
	461	  	International Disarmament Corporation
	2030	  	Isotek Systems, LLC
		  	Nuclear Materials and Equipment Corporation
	2057	  	Nuclear Production Partners, LLC
	958	  	Olin Pantex Inc.
	0973	  	Rocky Flats Technical Associates, Inc.
	1980	  	Savannah River Alliance LLC
	2008	  	Savannah River Tactical Services LLC
	570	  	Triso
	2040	  	Tubesolve Ltd.








 Schedule 1.1(e) 

RemainCo Subsidiaries 
  

							
	 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
	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
	596	  	Babcock & Wilcox Government and Nuclear Operations, Inc.	 	Delaware	  	3/19/1997
	2035	  	BWSR, LLC	 	Delaware	  	5/19/2010
	3088	  	BWXT Canada Holdings Corp.	 	Nova Scotia	  	5/12/2015
	580	  	BWXT Federal Services, Inc.	 	Delaware	  	10/13/1994
	3087	  	BWXT Foreign Holdings, LLC	 	Delaware	  	4/20/2015
	1576	  	BWXT Washington, Inc.	 	Delaware	  	9/29/2004
	710	  	BWXT Y – 12, LLC	 	Delaware	  	4/20/2000
	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
	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









							
	 Reference ID
	  	 Name
	 	 Jurisdiction
	  	 Formation

	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