Item 1.01 Entry into a Material Definitive Agreement

Entry into A&R Credit Agreement On May 14, 2020, Babcock & Wilcox Enterprises, Inc. ("we", "our" or the "Company") entered into an agreement with its lenders amending and restating its existing credit agreement, dated as of May 11, 2015 (as amended from time to time, the "Amended Credit Agreement"), among the Company, Bank of America, N.A., as administrative agent (the "Administrative Agent") and lender, and the other lenders party thereto. The credit agreement, as amended and restated (the "A&R Credit Agreement"), refinances and extends the maturity of the Company's revolving credit facility and last out term loans.

Under the A&R Credit Agreement, B. Riley Financial, Inc. (together with its affiliates, "B. Riley") has committed to provide the Company with up to $70.0 million of additional last out term loans on the same terms as the term loans extended under the Amended Credit Agreement. An aggregate $30.0 million of this new commitment was funded upon execution of the A&R Credit Agreement. Of the remaining commitments, at least $35.0 million will be funded in installments, subject to reduction for the gross proceeds from certain equity offerings conducted by the Company, and $5.0 million will be funded upon request by the Company. The proceeds from the $30 million of new term loans will be used to pay transaction fees and expenses and repay outstanding borrowings under the revolving credit facility governed by the A&R Credit Agreement (the "revolving credit facility"). Proceeds from the additional $40 million of term loans will be used to repay outstanding borrowings under the revolving credit facility, with any remaining amounts used for working capital, capital expenditures, permitted acquisitions and general corporate purposes.



The A&R Credit Agreement also provides that (i) the revolving credit facility
continues to be available for issuances of existing and new letters of credit,
subject to the L/C Sublimit (as defined below), (ii) the $205.0 million sublimit
on borrowings under the revolving credit facility is maintained, and (iii)
interest payments on the unpaid principal amount of revolving credit loans
incurred during the period from May 14, 2020 through and including August 31,
2020 are deferred and will be paid in six equal installments on the last
business day of each calendar month beginning on January 29, 2021 and through
June 30, 2021. No swing line borrowings are permitted under the A&R Credit
Agreement.
The A&R Credit Agreement also amends the following terms, among others, as
compared with the Amended Credit Agreement:
(i)          the maturity date of the revolving credit facility will be extended
             to June 30, 2022, and the maturity date of all last out term loans
             under the A&R Credit Agreement will be extended to December 30, 2022
             (six months after the maturity date of the revolving credit
             facility);


(ii)         the interest rate for loans under the revolving credit facility will
             be reduced to LIBOR plus 7.0% or base rate (as defined in the A&R
             Credit Agreement) plus 6.0%. These margins will be reduced by 2.0%
             if commitments under the revolving credit facility are reduced to
             less than $200.0 million. The fee for letters of credit will be set
             at 4.0%;

(iii) the interest rate for all last out term loans will be set at 12.0%;




(iv)         the commitments under the revolving credit facility will
             automatically and permanently decrease in the following amounts on
             the following dates, which match the funding dates and amounts for
             the committed term loans: (x) $10.0 million on November 30, 2020;
             and (y) $5.0 million on each of March 31, 2021, June 30, 2021,
             September 30, 2021, December 31, 2021 and March 31, 2022,
             respectively;


(v)          the amount of revolving loans and letters of credit available in
             currencies other than U.S. dollars will be capped at $125.0 million
             through April 30, 2021 and step down to $110.0 million on May 1,
             2021; and


(vi)         the amount of financial letters of credit will be capped at $75.0
             million, and the amount of all letters of credit will be capped at
             $190.0 million through April 30, 2021 and step down to $175.0
             million on May 1, 2021 (the "L/C Sublimit").

Affirmative and negative covenants under the A&R Credit Agreement are substantially consistent with the Amended Credit Agreement, except that, among other changes: (i) the indebtedness covenant has been modified to permit the

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. . .

Item 1.02. Termination of Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the terms of the Equitization Agreement, the Company will issue shares of common stock to B. Riley in lieu of paying $12.343 million in Equitized Interest Payments and $3.9 million in Equitized Fee Payment, as described in Item 1.01 above which is incorporated into this Item 3.02 by reference. The exact number of shares to be issued will depend on the Conversion Price calculated following the date of this Current Report on Form 8-K, but without receiving stockholder approval, no more than 10,479,354 shares of common stock will be issued pursuant to the Equitization Agreement. The Shares will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon an exemption provided in Section 4(a)(2) of the Securities Act.

Item 7.01. Regulation FD Disclosure

On May 14, 2020, the Company issued a press release announcing the entry into the A&R Credit Agreement and the other documents and related transactions discussed in Item 1.01 above. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.   Description

10.1 * Amendment and Restatement Agreement (attaching the Amended and


              Restated Credit Agreement), dated as of May 14, 2020, among Babcock
              & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A.,
              as Administrative Agent, and the other lenders party thereto

10.2 Fee Letter, dated as of May 14, 2020, among Babcock & Wilcox

Enterprises, Inc. and B. Riley Financial, Inc.

10.3 Fee and Interest Equitization Agreement, dated May 14, 2020, between

Babcock & Wilcox Enterprises, Inc., B. Riley Financial, Inc. and,
              solely for limited purposes under the Equitization Agreement, B.
              Riley FBR, Inc.

10.4 Termination Agreement, dated as of May 14, 2020, between Babcock &

Wilcox Enterprises, Inc. and B. Riley Financial, Inc. and
              acknowledged by Bank of America, N.A.

99.1 Limited Guaranty Agreement, dated as of May 14, 2020, among Babcock


              & Wilcox Enterprises, Inc., B. Riley Financial, Inc. and Bank of
              America, N.A.

99.2 Press Release dated May 14, 2020

* The Company has omitted certain information contained in this exhibit pursuant

to Rule 601(b)(10) of Regulation S-K. The omitted information is not material

and, if publicly disclosed, would likely cause competitive harm to the Company.

Certain schedules and annexes to this exhibit have been omitted pursuant to

Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex

will be furnished to the U.S. Securities and Exchange Commission or its staff


  upon request.

Forward-Looking Statements The Company cautions that this report contains forward-looking statements, including, without limitation, statements relating to the application of the proceeds from the term loans of the A&R Credit Agreement. These forward-looking statements are based on management's current expectations and involve a number of risks and uncertainties, including, among other things, the impact of COVID-19 on us and the capital markets and global economic climate generally; our recognition of any asset impairments as a result of any decline in the value of our assets or our efforts to dispose of any assets in the future; our ability to obtain and maintain sufficient financing to provide liquidity to meet our business objectives, surety bonds, letters of credit and similar financing; our ability to comply with the requirements of, and to service the indebtedness under, the A&R Credit Agreement; our ability to obtain waivers of required pension contributions; the highly competitive nature of our businesses; general economic and business conditions, including changes in interest rates and currency exchange rates; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; our ability to perform contracts on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers; failure by third-party subcontractors, partners or suppliers to perform their obligations on time and as specified; our ability to successfully resolve claims by vendors for goods and services provided and claims by customers for items under warranty; our ability to realize anticipated savings and operational benefits from our restructuring plans, and other cost-savings initiatives; our ability to successfully address productivity and schedule issues in our Vølund & Other Renewable segment, including the ability to complete our European EPC projects within the expected time frame and the estimated costs; our ability to successfully partner with third parties to win and execute contracts within our SPIG and Vølund & Other Renewable segments; changes in our effective tax rate and tax positions, including any limitation on our ability to use our net operating loss carryforwards and other tax assets; our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data; our ability to protect our intellectual property and renew licenses to use intellectual property of third parties; our use of the percentage-of-completion method of accounting to recognize revenue over time; our ability to successfully manage research and development projects and costs, including our efforts to successfully

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develop and commercialize new technologies and products; the operating risks normally incident to our lines of business, including professional liability, product liability, warranty and other claims against us; changes in, or our failure or inability to comply with, laws and government regulations; actual or anticipated changes in governmental regulation, including trade and tariff policies; difficulties we may encounter in obtaining regulatory or other necessary permits or approvals; changes in, and liabilities relating to, existing or future environmental regulatory matters; changes in actuarial assumptions and market fluctuations that affect our net pension liabilities and income; potential violations of the Foreign Corrupt Practices Act; our ability to successfully compete with current and future competitors; the loss of key personnel and the continued availability of qualified personnel; our ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with our retirement benefit programs; social, political, competitive and economic situations in foreign countries where we do business or seek new business; the possibilities of war, other armed conflicts or terrorist attacks; the willingness of customers and suppliers to continue to do business with us on reasonable terms and conditions; our ability to successfully consummate strategic alternatives for non-core assets, if we determine to pursue them; and the other factors specified and set forth under "Risk Factors" in our periodic reports filed with the Securities and Exchange Commission, including our most recent annual report on Form 10-K. The Company cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and the Company undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

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