United states securities and exchange commission

EXHIBIT J
SUBORDINATION AND INTERCREDITOR AGREEMENT
Dated as of August 9, 2017

BANK OF AMERICA, N.A.,

as First Priority Representative

LIGHTSHIP CAPITAL LLC,

as Second Priority Representative

BABCOCK & WILCOX ENTERPRISES, INC.

and

each other LOAN PARTY that is a party hereto

SUBORDINATION AND
INTERCREDITOR AGREEMENT

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EXECUTION COPY
TABLE OF CONTENTS

1. Definitions     1

1.1 Defined Terms     1

1.2 Terms Generally     10

2. SUBORDINATION     10

2.1 Payment Subordination .     10

3. Lien Priorities     11

3.1 Subordination of Liens     11

3.2 Nature of First Priority Obligations     13

3.3 Agreements Regarding Actions to Perfect Liens     13

3.4 No New Liens     14

4. Enforcement Rights     14

4.1 Exclusive Enforcement     14

4.2 Standstill and Waivers     14

4.3 Reserved     16

4.4 Cooperation     16

4.5 No Additional Rights For the Loan Parties Hereunder     16

4.6 Actions Upon Breach     16

4.7 Option to Purchase     17

4.8 Rights as Unsecured Creditors     18

5. Application of Proceeds of Common Collateral; Dispositions and Releases; Inspection and Insurance     19

5.1 Application of Proceeds; Turnover Provisions     19

5.2 Releases of Second Priority Lien     19

5.3 Inspection Rights and Insurance     21

5.4 [Releases of Other Obligations     21

6. Insolvency Proceedings     22

6.1 Filing of Motions     22

6.2 Financing Matters     23

6.3 Relief From the Automatic Stay     23
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6.4 Adequate Protection     24

6.5 Avoidance Issues     25

6.6 Asset Dispositions in an Insolvency Proceeding     25

6.7 Separate Grants of Security and Separate Classification     25

6.8 Appointment of First Priority Representative as Agent     26

6.9 No Waivers of Rights of First Priority Secured Parties     26

6.10 Other Matters     26

6.11 Effectiveness in Insolvency Proceedings     26

7. Security Documents; Amendments to First Priority Documents; Amendments to Second Priority Documents     27

7.1 Security Documents     27

7.2 Amendments to First Priority Documents     27

7.3 Amendments to Second Priority Documents     28

8. Reliance; Waivers; etc.     29

8.1 Reliance     29

8.2 No Warranties or Liability     29

8.3 No Waivers     29

8.4 Confidential Information     29

9. Obligations Unconditional     30

9.1 First Priority Obligations Unconditional     30

9.2 Second Priority Obligations Unconditional     31

10. Miscellaneous     31

10.1 Conflicts     31

10.2 Continuing Nature of Provisions     31

10.3 Amendments; Waivers     32

10.4 Information Concerning Financial Condition of the Borrower and the Loan Parties         32

10.5 Governing Law     33

10.6 Submission to Jurisdiction     33

10.7 Notices     34

10.8 Successors and Assigns     34
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10.9 Headings     34

10.10 Severability     35

10.11 Counterparts; Integration; Effectiveness     35

10.12 Waiver of Jury Trial     35

10.13 Additional Loan Parties     35

10.14 No Liability for Action or Inaction     35

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EXECUTION COPY
SUBORDINATION AND INTERCREDITOR AGREEMENT

This Subordination and Intercreditor Agreement (the Agreement ), dated as of August 9, 2017, among BANK OF AMERICA, N.A., as administrative agent for the First Priority Secured Parties (as defined below) (in such capacity, with its successors and assigns, the First Priority Representative ), LIGHTSHIP CAPITAL LLC, as administrative agent for the Second Priority Secured Parties (as defined below) (in such capacity, with its successors and assigns, the Second Priority Representative ), BABCOCK & WILCOX ENTERPRISES, INC. (the Borrower ) and each of the other Loan Parties (as defined below) party hereto.

WHEREAS, the Borrower, the First Priority Representative and certain financial institutions and other entities are parties to the First Lien Credit Agreement dated as of May 11, 2015 (as amended on June 10, 2016, Feb 24, 2017 and on the date hereof and as may be from time to time further amended, supplemented, restated or otherwise modified, in each case, in accordance with the terms of this Agreement, the Existing First Priority Agreement ), pursuant to which such financial institutions and other entities agreed to make loans and extend other financial accommodations to the Borrower; and

WHEREAS, the Borrower, the Second Priority Representative and certain financial institutions and other entities are parties to the Second Lien Term Loan Agreement dated as of the date hereof (as may be from time to time amended, supplemented, restated or otherwise modified, in each case, in accordance with the terms of this Agreement, the Existing Second Priority Agreement ), pursuant to which such financial institutions and other entities agreed to make loans to the Borrower; and

WHEREAS, the Borrower and the other Loan Parties have granted to the First Priority Representative senior security interests in the First Priority Collateral as security for payment and performance of the First Priority Obligations; and

WHEREAS, the Borrower and the other Loan Parties have granted to the Second Priority Representative junior security interests in the Second Priority Collateral as security for payment and performance of the Second Priority Obligations;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which are expressly recognized by all of the parties hereto, the parties agree as follows:

1.	DEFINITIONS