8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2019

MCDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Republic of Panama	001-08430	72-0593134
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
757 N. Eldridge Parkway Houston, Texas		77079
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (281) 870-5000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	MDR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

New Warrant Agreement

On December 2, 2019, McDermott International, Inc., a Panamanian corporation (“McDermott”) entered into a Warrant Agreement with Computershare Inc. and Computershare Trust Company, N.A (the “Series B Warrant Agreement”), to among other things, authorize and establish the terms for the issuance of 91,406 Series B Warrants (the “Series B Warrants”) issuable to the lenders under McDermott’s superpriority senior secured credit agreement, dated October 21, 2019 (as amended, the “Superpriority Credit Agreement”), with a syndicate of lenders and letter of credit issuers (collectively, the “Superpriority Lenders”), Barclays Bank PLC, as administrative agent for the Term Facility (as defined in the Superpriority Credit Agreement), and Crédit Agricole Corporate and Investment Bank, as administrative agent for the LC Facility (as defined in the Superpriority Credit Agreement). These Series B Warrants entitle each Superpriority Lender to purchase one share of common stock of McDermott, par value $1.00 per share (the “Common Stock”), at a purchase price of $0.01 per share. Pursuant to the Series B Warrant Agreement, the Series B Warrants issued thereunder shall be exercisable from the date of issuance until 5:00 p.m., New York City time, on December 2, 2029.

The foregoing description of the Series B Warrant Agreement is qualified in its entirety by reference to the full text of the Series B Warrant Agreement, a copy of which is filed hereto as Exhibit 10.1 to this report and is incorporated herein by reference.

New Registration Rights Agreement

On December 2, 2019, McDermott entered into a new Registration Rights Agreement between McDermott and the purchasers signatory thereto to (the “New Registration Rights Agreement”), relating to the registration of the resale of the shares of Common Stock issuable upon the exercise of the Series B Warrants, the Common Stock and the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Pursuant to the New Registration Rights Agreement, McDermott is required to use its commercially reasonable efforts to prepare and file, within 15 days of the issuance of the shares of Common Stock underlying the Series B Warrants, the Common Stock and the Preferred Stock, a registration statement (or a prospectus supplement to an already effective registration statement) under the Securities Act of 1933 (the “Securities Act”) and to permit the public resale of the shares of Common Stock underlying the Series B Warrants, the Common Stock and the Preferred Stock.

The foregoing description of the New Registration Rights Agreement is qualified in its entirety by reference to the full text of the New Registration Rights Agreement, a form of which is filed hereto as Exhibit 10.2 to this report and is incorporated herein by reference.

Forbearance Agreement

On December 6, 2019, McDermott Technology (Americas), Inc. (“MTA”), McDermott Technology (US), Inc. (“MTUS” and, together with MTA, the “Issuers”) and certain subsidiaries of McDermott entered into an Amended and Restated Forbearance Agreement (the “Forbearance Agreement”), which amends and restates the Forbearance Agreement that was previously entered into by McDermott, MTA, MTUS, certain subsidiaries of McDermott and an ad hoc group of holders of approximately 35% of the Issuers’ 10.625% Senior Notes due 2024, pursuant to that certain Indenture, dated as of April 18, 2018 (the “Indenture”), by and among McDermott, certain subsidiaries of McDermott and Wells Fargo Bank, National Association, as trustee.

The foregoing description of the Forbearance Agreement is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which is filed hereto as Exhibit 10.3 to this report and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the issuance of the Series B Warrants, shares of Common Stock issuable upon exercise of the Series B Warrants and Common Stock as well as the creation of the Series A Preferred Stock set forth in Items 1.01 and 5.03, respectively, of this report are incorporated herein by reference. On December 2, 2019, pursuant to the Superpriority Credit Agreement, McDermott issued to certain of the Superpriority Lenders (i) 91,406 Series B Warrants, (ii) 560,083 shares of Series A Preferred Stock, and (iii) 5,402,655 shares of Common Stock (such issuances, collectively, the “Private Placement”). The Private Placement was undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 6, 2019, McDermott filed a New Certificate of Designation of Preferred Stock of McDermott (the “New COD”), effective December 2, 2019, with the Public Registry of the Republic of Panama to, among other things, create from the 25,000,000 shares of preferred stock, par value $1.00 per share, the Series A Preferred Stock. The New COD authorizes a total of 560,083 shares of Series A Preferred Stock.

On December 6, 2019 McDermott filed a Certificate of Amendment to the Certificate of Designation of 12% Redeemable Preferred Stock of McDermott (the “Amended COD”), effective December 2, 2019, with the Public Registry of the Republic of Panama to, among other things, amend the original Certificate of Designation, dated October 30, 2018, as amended by the Certificate of Amendment thereto, dated October 24, 2019, to allow for the incurrence of additional indebtedness pursuant to the Superpriority Credit Agreement.

The foregoing descriptions of the New COD and the Amended COD are qualified in their entirety by reference to the full text of the New COD and the Amended COD, copies of which are filed hereto as Exhibits 3.1 and 3.2, respectively, to this report and are incorporated herein by reference.

Item 8.01 Other Events.

Tripartite Agreement

On December 2, 2019, McDermott and the Issuers entered into an agreement of resignation, appointment and acceptance (the “Tripartite Agreement”), with Wells Fargo Bank, National Association (the “Resigning Trustee”) and UMB Bank, N.A. (the “Successor Trustee”), with respect to the Indenture.

The Tripartite Agreement provides that, effective as of the date thereof, (1) the Resigning Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title, interest under the Indenture and all of its rights, title, interests, capacities, privileges, duties and responsibilities as trustee, registrar, note custodian and paying agent under the Indenture; (2) the Issuers accept the resignation of the Resigning Trustee as trustee, registrar, note custodian and paying agent under the Indenture and appoint the Successor Trustee as trustee, registrar, note custodian and paying agent under the Indenture; and (3) the Successor Trustee accepts its appointment as trustee, registrar, note custodian and paying agent under the Indenture, and shall be vested with all of the rights, title, interests, capacities, privileges, duties and responsibilities of the trustee, registrar, note custodian and paying agent under the Indenture under the Indenture; provided, however, that the Successor Trustee’s appointment in its capacities as paying agent and registrar are not effective until ten business days after the effective date of the Tripartite Agreement.

The foregoing description of the Tripartite Agreement is qualified in its entirety by reference to the full text of the Tripartite Agreement, a copy of which is filed hereto as Exhibit 4.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number		Description
	3.1	Certificate of Designation of Series A Preferred Stock of McDermott International, Inc., dated December 2, 2019.
	3.2	Certificate of Amendment to the Certificate of Designation of 12% Redeemable Preferred Stock of McDermott International, Inc., dated December 2, 2019.
	4.1	Tripartite Agreement, dated as of December 2, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., Wells Fargo Bank, National Association and UMB Bank, N.A.
	10.1	Warrant Agreement, dated as of December 2, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A.
	10.2	Form of Registration Rights Agreement by and among McDermott International, Inc. and the purchasers party thereto.
	10.3	Amended and Restated Forbearance Agreement, dated as of December 6, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MCDERMOTT INTERNATIONAL, INC.
Dated: December 6, 2019
	By:	/s/ John M. Freeman
		John M. Freeman Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION

OF

SERIES A PREFERRED STOCK

OF

MCDERMOTT INTERNATIONAL, INC.

MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republic of Panama, DOES HEREBY

CERTIFY:

That pursuant to the authority contained in Article Three of the Amended and Restated Articles of Incorporation, as amended, of the Corporation, a duly authorized committee of the Board of Directors of the Corporation duly approved and adopted on October 20, 2019 the following resolution creating and providing for the establishment and issuance of a series of shares of Series A Preferred Stock (as hereinafter described), providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights thereof and the qualifications, limitations or restrictions thereof, in addition to those set forth in the Amended and Restated Articles of Incorporation, all in accordance with the provisions of the Corporation Law of Panama, Law 32 of February 26, 1927, which resolution remains in full force and effect on the date hereof:

RESOLVED, that, pursuant to the authority vested in the Board of Directors of McDermott International, Inc., a Panamanian corporation (the “Corporation”), in accordance with the provisions of the Amended and Restated Articles of Incorporation, as amended, of the Corporation, a series of Preferred Stock, par value of ONE THOUSANDTH OF ONE DOLLAR ($0.001 U.S. Cy.) per share, of the Corporation be, and hereby is, created, and that the designation and number of shares thereof and the designations, preferences, and relative rights, and the qualifications, limitations or restrictions thereof, are as follows:

Section 1. Designation and Amount; Ranking.

(a) There shall be created from the 25,000,000 shares of preferred stock, par value of ONE DOLLAR ($1.00 U.S.) per share, of the Corporation authorized to be issued pursuant to the Articles of Incorporation, a series of preferred stock, designated as the “Series A Preferred Stock,” par value of ONE THOUSANDTH OF ONE DOLLAR ($0.001 U.S.) per share (the “Series A Preferred Stock”), and the authorized number of shares of Series A Preferred Stock shall be 560,083 shares. To the extent not prohibited by the Articles of Incorporation, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to less than the number of shares of Series A Preferred Stock then outstanding. Shares of the Series A Preferred Stock that are purchased or otherwise acquired by the Corporation shall be cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.

(b) The Series A Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Corporation, ranks: (i) on parity in all respects with all Parity Stock; and (ii) junior in all respects to all Senior Stock, in each case as provided more fully herein.

Section 2. Definitions.

As used herein, the following terms shall have the following meanings:

“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of the Corporation, as complemented by the Certificate of Designation of 12% Redeemable Preferred Stock of McDermott International. Inc., dated October 30, 2018 (as amended by the Certificate of Amendment thereto, dated October 24, 2019), this Certificate of Designation, as further amended or restated in accordance with applicable Law and this Certificate of Designation.

“Board of Directors” means the Board of Directors of the Corporation or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close.

“Common Stock” means the common stock, par value of ONE DOLLAR ($1.00 U.S.), of the Corporation or any other capital stock of the Corporation into which such Common Stock shall be reclassified or changed.

“Corporation” means McDermott International, Inc., a Panamanian corporation.

“Corporation Law of Panama” means the Corporation Law of Panama, Law 32 of February 26, 1927, as amended.

“Governmental Authority” means the government of the United States of America or any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Holder” means, unless the context otherwise indicates or requires, a holder of record of a share of Series A Preferred Stock, as reflected in the transfer books of the Corporation.

“Issue Date” means the original date of issuance of the Series A Preferred Stock.

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“Law” means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority.

“Ownership Notice” means the notice of ownership of capital stock of the Corporation containing the information required to be set forth or stated on certificates pursuant to the Corporation Law of Panama and, in the case of an issuance of capital stock by the Corporation, in substantially the form attached hereto as Exhibit A.

“Parity Stock” means Common Stock and any other class or series of the Corporation’s capital stock established after the Issue Date, the terms of which expressly provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Redeemable Preferred Stock” means the 12% Redeemable Preferred Stock, par value of ONE DOLLAR ($1.00 U.S.), of the Corporation or any other capital stock of the Corporation into which such Redeemable Preferred Stock shall be reclassified or changed.

“Series A Preferred Stock” has the meaning set forth in Section 1(a).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Stock” means Redeemable Preferred Stock, and each other class of the Corporation’s capital stock established after the Issue Date, the terms of which expressly provide that such class or series will rank senior to the Common Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

“Transfer Agent” means Computershare Trust Corporation, N.A., acting as the Corporation’s duly appointed transfer agent, registrar, and dividend disbursing agent for the Series A Preferred Stock, and its successors and assigns, or any other person appointed to serve as transfer agent, registrar, conversion agent and dividend disbursing agent by the Corporation.

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Section 3. Dividends.

(a) If the Corporation shall declare or make any dividend or distribution on the Common Stock, including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of, or the portion thereof comprising, shares of Common Stock, Holders of Series A Preferred Stock shall be entitled to receive such dividend or distribution at the same time as, and on a pro rata basis with, holders of the Common Stock. The term “pro rata” means, with respect to any dividend or distribution on the Common Stock (including pursuant to Section 5), that each Holder of Series A Preferred Stock on the record date established by the Corporation (or such other date that is relevant) for purposes of determining the holders of Common Stock entitled to receive such dividend or distribution shall receive, for each share of Series A Preferred Stock held by such Holder on such record date (or such other date that is relevant), the same dividend or distribution that such Holder would have received if such Holder were the record holder on such record date (or such other date that is relevant) of the same number of shares of Common Stock.

(b) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend other than as set forth in Section 3(a) or as otherwise provided for in the Certificate of Designation.

(c) Subject to the provisions of Section 3(a), such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any of the Corporation’s securities, other than the Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.

Section 4. Voting Rights.

(a) Holders shall not have any voting or consent rights (including, without limitation, for the election of directors) except as set forth in this Section 4 or as otherwise from time to time may be specifically required by the Corporation Law of Panama or the Articles of Incorporation.

(b) So long as there are any shares of Series A Preferred Stock outstanding, each Holder shall be entitled to one vote for each share of Series A Preferred Stock outstanding in the name of such Holder on the books of the Corporation on the record date designated for the purpose of such vote; provided that if the holder of a share of the Company’s common stock is entitled to more or less than one vote per share of common stock, then a holder of Series A Preferred Stock shall be entitled to the same number of votes per share of Series A Preferred Stock. Except as otherwise expressly provided by this Certificate of Designation or by applicable law, the Holders of Series A Preferred Stock shall be entitled to vote on all matters on which the holders of Common Stock are entitled to vote and shall vote together with the holders of the Common Stock, and not as a separate class, series or voting group.

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(c) To the extent that the Holders shall have the right to vote as a class (alone or together with any other series of stock of the Corporation) pursuant to the requirements of applicable Law or the Articles of Incorporation on any matter not set forth herein as otherwise requiring the vote of such Holders, the approval of such matter shall require only the vote of the Holders of a majority of the then-outstanding shares of Series A Preferred Stock entitled to vote thereon (unless a higher percentage is required by applicable Law or the Articles of Incorporation) or the written consent of the Holders of a majority of the then-outstanding shares of Series A Preferred Stock entitled so to vote (unless a higher percentage is required by applicable Law or the Articles of Incorporation).

(d) The rights of the Holders to take any action as provided in this Certificate of Designation or otherwise (including, without limitation, the waiver of any rights of such Holders) may be exercised at any annual meeting of stockholders or at a special meeting of stockholders held for such purpose or at any adjournment or postponement thereof, or without a meeting, without prior notice and without a vote, if a consent or counterpart consents in writing, setting forth the action so taken, shall be signed by the Holder or Holders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the Holders of all shares of Series A Preferred Stock entitled to vote on the action were present and voted.

Section 5. Liquidation Rights.

(a) In the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, the Holders of the Series A Preferred Stock shall be entitled to receive as of the date fixed for liquidation, dissolution or winding up, for each share of Series A Preferred Stock held of record by such Holder, a share of the assets of the Corporation legally available for distribution to its stockholders, after satisfaction of liabilities owed to the Corporation’s creditors and payment of any liquidation preference and accrued dividends on any Senior Stock, on a pro rata basis with the holders of Parity Stock. The Holders of the Series A Preferred Stock shall be entitled to receive the amount described in the immediately preceding sentence on a parity basis (with such parity determined on a pro rata basis) with holders of the Common Stock. The term “pro rata” means, with respect to any liquidating distribution on the Common Stock, that each Holder of Series A Preferred Stock on the record date established by the Corporation (or such other date that is relevant) for purposes of determining the holders of Common Stock entitled to receive such distribution shall receive, for each share of Series A Preferred Stock held by such Holder on such record date (or such other date that is relevant), the same distribution that such Holder would have received if such Holder were the record holder on such record date (or such other date that is relevant) of the same number of shares of Common Stock.

(b) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all of the assets of the Corporation substantially as an entirety (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger, consolidation or other business combination of the Corporation into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 5.

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(c) After the payment in full to the Holders of the amounts provided for in this Section 5 such Holders as such shall have no right or claim to any of the remaining assets of the Corporation in respect of their ownership of such Series A Preferred Stock.

Section 6. Anti-dilution Adjustments and Certain Other Protections.

(a) Common Stock Dividends and Distributions. If the Corporation shall declare and pay a dividend or make a distribution on Common Stock payable in Common Stock, the number of shares of Series A Preferred Stock outstanding immediately prior to the record date for such dividend or distribution shall be adjusted by multiplying such number by a fraction:

(i) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend or distribution; and

(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution.

Any adjustment made pursuant to this Section 6(a) shall be made by means of a dividend of Series A Preferred Stock and become effective immediately after the applicable dividend date.

(b) Subdivisions, Splits and Combinations of Common Stock. If the Corporation shall subdivide or split the outstanding shares of Common Stock into a greater number of shares or combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of shares of Series A Preferred Stock outstanding immediately prior to the effective date of such subdivision, split, combination or reclassification shall be adjusted by multiplying such number by a fraction:

(i) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such subdivision, split, combination or reclassification; and

(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, split, combination or reclassification.

Any adjustment made pursuant to this Section 6(b) shall made by means of a dividend of Series A Preferred Stock or combination of shares of Series A Preferred Stock, as applicable, and become effective immediately after the applicable effective date.

(c) Self-Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries shall at any time make a tender or exchange offer for the Common Stock such offer shall be extended to the Series A Preferred Stock and the same consideration offered per share of Common Stock shall be offered per share of Series A Preferred Stock.

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(d) Reorganization Events. In the event of:

(i) any consolidation or merger of the Corporation with or into another Person pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person;

(ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s property and assets;

(iii) any reclassification of the Common Stock into securities, including securities other than the Common Stock;

(iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition) (any such event specified in clauses (i) through (iv), a “Reorganization Event”),

Each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders thereof, become convertible into the kind and amount of securities, cash and other property receivable in such Reorganization Event that a holder of such share of Series A Preferred Stock would have been entitled to receive if such Series A Preferred Stock had been converted on a 1:1 basis into Common Stock immediately prior to such Reorganization Event (such securities, cash and other property, the “Exchange Property”). For purposes of this Section 6(d), the kind and amount of Exchange Property that a holder of Common Stock would have been entitled to receive upon a Reorganization Event if there is right to elect to receive the type of consideration receivable shall be deemed to be (A) the weighted average of the kind and amount of Exchange Property received by the holders of Common Stock that affirmatively make such an election or (B) if no holders of Common Stock affirmatively make such an election, the weighted average of the kind and amount of Exchange Property actually received by such holders.

(e) Certain Determinations. For purposes of any computation of any adjustment required under this Section 6:

(i) adjustments shall be made successively whenever any event giving rise to such an adjustment shall occur;

(ii) if any portion of any consideration to be received by the Corporation in a transaction giving rise to such an adjustment shall be in a form other than cash, the fair market value of such non-cash consideration shall be utilized in such computation. Such fair market value shall be determined by the Chief Financial Officer of the Corporation. The holders of Series A Preferred Stock shall be notified promptly of any consideration other than cash to be received by the Corporation and furnished with a description of the consideration and the fair market value thereof, as determined in accordance with the foregoing provisions;

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(iii) all adjustments to the number of shares of Series A Preferred Stock outstanding pursuant to this Section 6 shall be calculated to the nearest 1/10,000^th of a share of Common Stock; and

(iv) no adjustment to the number of shares of Series A Preferred Stock shall be required if the increase or decrease would be less than one percent of such number; provided that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(f) Certificates as to Adjustments. Upon the occurrence of each adjustment to the number of shares of Series A Preferred Stock outstanding, the Corporation shall promptly compute such adjustment in accordance with the terms hereof and furnish to the registrar for the Series A Preferred Stock and to the Transfer Agent a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based.

Section 7. No Redemption.

(a) The Corporation shall not have the right to redeem the Series A Preferred Stock at its option. The Holders of the Series A Preferred Stock shall not have the right to require the Corporation to redeem the Series A Preferred Stock at their option. If the Corporation and a Holder agree, the Corporation may purchase or otherwise acquire (including in an exchange transaction) shares of Series A Preferred Stock from time to time in negotiated repurchases, by tender or exchange offer or otherwise.

Section 8. Uncertificated Shares

(a) Form. Notwithstanding anything to the contrary herein, the shares of Series A Preferred Stock shall be in uncertificated, book-entry form as permitted by the Corporation Law of Panama. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall, or shall cause the Transfer Agent to, send to the registered owner thereof an Ownership Notice.

(b) Transfer. Transfers of Series A Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Corporation kept at an office of the Transfer Agent upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer the stock. The Corporation may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.

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(c) Legends. Each Ownership Notice issued with respect to a share of Series A Preferred Stock shall, in addition to any legend required under any agreement, bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THE PREFERRED SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SUPERINTENDENCY OF CAPITAL MARKETS OF PANAMA. ACCORDINGLY, (I) THE PREFERRED SHARES CANNOT BE PUBLICLY OFFERED OR SOLD IN PANAMA, EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE PANAMANIAN SECURITIES LAWS, (II) THE SUPERINTENDENCY OF THE CAPITAL MARKETS HAS NOT REVIEWED THE INFORMATION CONTAINED HEREIN, (III) THE PREFERRED SHARES AND ITS OFFER ARE NOT SUBJECT TO THE SUPERVISION OF THE PANAMANIAN SUPERINTENDENCY OF CAPITAL MARKETS, AND (IV) THE PREFERRED SHARES DO NOT BENEFIT FROM THE TAX INCENTIVES PROVIDED BY THE PANAMANIAN SECURITIES LAWS AND REGULATIONS.”

In addition, each Ownership Notice issued with respect to a share of Series A Preferred Stock shall bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE ARE SUBJECT TO THE CERTIFICATE OF DESIGNATION, WHICH ESTABLISHES THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS OF THE SERIES A PREFERRED STOCK OF THE CORPORATION.”

(d) Certain Obligations with Respect to Transfers and Exchanges of Series A Preferred Stock.

(i) All shares of Series A Preferred Stock issued upon any registration of transfer or exchange of such shares of Series A Preferred Stock shall be the valid obligations of the Corporation, entitled to the same benefits under this Certificate of Designation as the shares of Series A Preferred Stock surrendered upon such registration of transfer or exchange.

(ii) Prior to due presentment for registration of transfer of any shares of Series A Preferred Stock, the Transfer Agent and the Corporation may deem and treat the Person in whose name such shares of Series A Preferred Stock are registered as the absolute owner of such Series A Preferred Stock and neither the Transfer Agent nor the Corporation shall be affected by notice to the contrary.

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(iii) No service charge shall be made to a Holder for any registration of transfer or exchange of any Series A Preferred Stock on the transfer books of the Corporation or the Transfer Agent. However, the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series A Preferred Stock in a name other than the name in which the shares of Series A Preferred Stock were registered, and the Corporation may withhold any issuance or delivery of Series A Preferred Stock unless and until the Person requesting such issuance or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not required to be paid.

(e) No Obligation of the Transfer Agent. The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Certificate of Designation or under applicable Law with respect to any transfer of any interest in any Series A Preferred Stock other than to require documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Certificate of Designation, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 9. Other Provisions.

(a) The shares of Series A Preferred Stock shall not be subject to the operation of any retirement or sinking fund. Except as provided herein, the shares of Series A Preferred Stock shall not be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class.

(b) All notice periods referred to herein shall commence: (i) when made, if made by hand delivery or electronic mail; (ii) one Business Day after being deposited with a nationally recognized next-day courier, postage prepaid; or (iii) three Business Days after being sent by first-class mail, postage prepaid. Notice to any Holder shall be given to the registered address set forth in the Corporation’s records for such Holder.

(c) With respect to any notice to a Holder required to be provided hereunder, neither failure to send such notice, nor any defect therein or in the sending thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such action (assuming due and proper notice to such other Holders). Any notice which was sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder actually receives the notice.

(d) The shares of Series A Preferred Stock shall be issuable only in whole shares.

(e) Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance with the payment instructions as such Holders may deliver by written notice to the Corporation from time to time.

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(f) The shares of Series A Preferred Stock shall have no preemptive or subscription rights, except those that may be expressly provided by contract.

(g) Without limiting the rights or claims of the Holders hereunder, the Corporation’s ability to pay dividends on the Series A Preferred Stock is subject to applicable Law limiting the Corporation’s ability to pay such dividends if (i) after giving effect to the dividend, the Corporation would be insolvent, (ii) the net assets of the Corporation would be less than the amount of the proposed dividend and (iii) funds are otherwise not legally available therefor under the Corporation Law of Panama.

(h) In case any one or more of the provisions contained in this Certificate of Designation shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Furthermore, in lieu of any such invalid, illegal or unenforceable provision, there shall be added automatically as a part of this Certificate of Designation a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be legal, valid and enforceable, unless the requisite parties separately agree to a replacement provision that is valid, legal and enforceable.

(i) For the avoidance of doubt, all amounts expressed in dollars in this Certificate of Designation are references to United States dollars.

FURTHER RESOLVED, that ARIAS, FABREGA & FABREGA, our resident agent, has been authorized and instructed to protocolize and register with the Public Registry of Panama this Certificate of Designation of Series A Preferred Stock and any other related instrument, document, deed, minutes, resolution or certificate related to these resolutions.

11

CERTIFICATE

l, the undersigned, Executive Vice President, Chief Legal Officer and Corporate Secretary of McDermott lnternational, lnc., a Panama corporation, do hereby certify that the above and foregoing is a true and correct copy of certain resolutions adopted by the Board of Directors of said corporation at a meeting on 20th day of October, 2019, held pursuant to proper notice, at which meeting a quorum was present and voting throughout and that said resolutions have not been vacated or recalled or amended and remain in full force and effect.

[Signature Page Follows]

lN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed and attested this 2nd day of December, 2019.

/s/ John M. Freeman
Name:	John M. Freeman,
Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

Signature Page to Certificate of Designation

Exhibit A

OWNERSHIP NOTICE

THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE ARE SUBJECT TO THE CERTIFICATE OF DESIGNATION (THE “CERTIFICATE OF DESIGNATION”), WHICH ESTABLISHES THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS OF THE SERIES A PREFERRED STOCK, PAR VALUE OF ONE THOUSANDTH OF ONE DOLLAR ($0.001 U.S. CY.) PER SHARE (“PREFERRED STOCK”) OF MCDERMOTT INTERNATIONAL, INC., A PANAMANIAN CORPORATION (THE “CORPORATION”).

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, INCLUDING THE CERTIFICATE OF DESIGNATION (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), A COPY OF WHICH IS ON FILE WITH THE PUBLIC REGISTRY OFFICE OF PANAMA, THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE SECRETARY OF THE CORPORATION. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Exh A - 1

This notice confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Corporation listed on Schedule A to this notice.

Dated:	Computershare Trust Corporation, N.A., as Transfer Agent
	By:
		Name:
		Title:

Exh A - 1

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF DESIGNATION OF 12% REDEEMABLE PREFERRED STOCK

OF

MCDERMOTT INTERNATIONAL, INC.

MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republic of Panama, does hereby certify:

That pursuant to the authority contained in Article Three of the Amended and Restated Articles of Incorporation, as amended, of the Corporation, the Board of Directors of the Corporation duly approved and adopted on October 20, 2019 the following resolutions amending the Certificate of Designation of the 12% Redeemable Preferred Stock as originally filed on October 30, 2018, as amended by that certain Certificate of Amendment thereto, dated October 24, 2019, in accordance with the provisions of the Corporation Law of Panama, Law 32 of February 26, 1927, which resolutions remain in full force and effect on the date hereof:

RESOLVED, that, capitalized terms not defined herein are defined in the Certificate of Designation dated October 30, 2018, as amended by that certain Certificate of Amendment thereto dated October 24, 2019 (such date, the “First Amendment Date”).

FURTHER RESOLVED, that, pursuant to the authority vested in the Board of Directors of McDermott International, Inc., a Panamanian corporation (the “Corporation”), in accordance with the provisions of the Amended and Restated Articles of Incorporation, as amended (the “Articles”), of the Corporation, that, Section 4(b)(vi) of the Certificate of Designations is hereby amended and restated in its entirety to read as follows:

(vi) the incurrence, creation, assumption or guarantee of any Indebtedness (as defined in the Current Credit Agreement, as amended by the amendments thereto entered into on October 21, 2019, without any further amendments, modifications or supplements thereto, the “Amended Current Credit Agreement” and, in all cases as used in this clause (vi) (excluding any Warrants (as defined in the Superpriority Credit Agreement as in effect on October 21, 2019) issued pursuant to Sections 7.18 and 7.19 of the Superpriority Credit Agreement classified as liabilities) that would cause the Leverage Ratio as of the date on which such Indebtedness is incurred, created, assumed or guaranteed to exceed (1) on or after October 1, 2019 but prior to January 1, 2020, 4.44 to 1.00, (2) on or after January 1, 2020 but prior to January 1, 2021, 4.17 to 1.00, (3) on or after January 1, 2021 but prior to January 1, 2022, 3.89 to 1.00, (4) on or after January 1, 2022, 3.61 to 1.00, in each case after giving pro forma effect to such incurrence, creation, assumption or guarantee and the application of the proceeds thereof; provided that, notwithstanding the foregoing, any incurrence, creation, assumption or guarantee of any Indebtedness constituting (A) any Revolving Borrowing (as defined in the Amended Current Credit Agreement) up to the Revolving Commitment under the Amended Current Credit Agreement as of the First Amendment Date, (B) any LC Facility Outstandings (as defined in the Amended Current Credit Agreement) up to the LC Facility Commitment (as defined in the Amended Current Credit Agreement) under the Amended Current Credit Agreement as of the First Amendment Date, (C) any Letter of Credit Obligations (as defined in the LC Facility) up to

the Commitment under the Amended Current Credit Agreement as of the First Amendment Date and (D) (1) any Revolving Outstandings (as defined in the Superpriority Credit Agreement as in effect on October 21, 2019) up to an aggregate principal amount equal to the Letter of Credit Issuer Commitment (as defined in the Superpriority Credit Agreement as in effect on October 21, 2019) available to the Company on or prior to the Tranche B Funding Date (as defined in the Superpriority Credit Agreement as in effect on October 21, 2019) plus the aggregate amount of Letter of Credit Issuer Obligations (as defined in the Superpriority Credit Agreement as in effect on October 21, 2019) available to the Company on or prior to the Tranche B Funding Date and (2) Tranche A Term Loans and Tranche B Term Loans (each, as defined in the Superpriority Credit Agreement as in effect on October 21, 2019) up to the Tranche A Term Commitment and the Tranche B Term Commitment (each, as defined in the Superpriority Credit Agreement), respectively, available to the Company on or prior to the Tranche B Funding Date (the items in the foregoing clauses (A) through (D), “Excluded Debt”) shall not be subject to the requirements of this Section 4(b)(vi), provided further, for the avoidance of doubt, that, any future calculation of the Leverage Ratio pursuant to this Section 4(b)(vi), other than with respect to the issuance and incurrence of Excluded Debt, shall include the amount of Excluded Debt outstanding at such time.

[Remainder of Page Intentionally Left Blank]

2

IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Amendment to Certificate of Designation to be executed in its corporate name this 2nd day of December, 2019.

MCDERMOTT INTERNATIONAL, INC.
By:	/s/ John M. Freeman

Name: John M. Freeman

Title:	Executive Vice President, Chief Legal Officer
and Corporate Secretary

[Signature Page to Certificate of Amendment to Certificate of Designation]

EX-4.1

Exhibit 4.1

Execution Version

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of November 18, 2019 by and among McDermott Technology (Americas), Inc., a Delaware corporation, (“Survivor Corp. 1”), McDermott Technology (US), Inc., a Delaware corporation (“Survivor Corp. 2”, and, together with Survivor Corp. 1, the “Issuers”), UMB Bank, N.A. a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, (“Successor Trustee”) and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 1445 Ross Avenue, Suite 4300, Dallas, Texas 75202 (“Resigning Trustee”).

RECITALS:

WHEREAS, the Issuers have issued certain 10.625% Senior Notes due 2024 (the “Securities”) under an Indenture, dated as of April 18, 2018, by and between the Issuers and Resigning Trustee (the “Indenture”);

WHEREAS, the Issuers appointed Resigning Trustee as the trustee (the “Trustee”), registrar (the “Registrar”), note custodian (the “Custodian”) and paying agent (the “Paying Agent”) under the Indenture;

WHEREAS, Section 7.7 of the Indenture provides that the Trustee may at any time resign with respect to the Securities by giving written notice of such resignation to the Issuers effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee by the Issuers. This Agreement shall hereby serve as such written notice.

WHEREAS, Section 7.7 of the Indenture provides that, if the Trustee shall resign, the Issuers shall promptly appoint a successor Trustee;

WHEREAS, 7.7 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers and thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture;

WHEREAS, the Resigning Trustee, is hereby giving written notice to the Issuers that it is resigning as Trustee, Registrar, Custodian, and Paying Agent under the Indenture;

WHEREAS, the Issuers desire to appoint Successor Trustee as successor Trustee, to succeed Resigning Trustee as Trustee, Registrar, Custodian, and Paying Agent in such capacities under the Indenture; and

WHEREAS, Successor Trustee is willing to accept such appointments as successor Trustee, Registrar, Custodian, and Paying Agent under the Indenture;

NOW, THEREFORE, the Issuers, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

THE RESIGNING TRUSTEE

1.1 Pursuant to Section 7.7 of the Indenture, Resigning Trustee hereby notifies the Issuers that Resigning Trustee resigns as Trustee, Registrar, Custodian, and Paying Agent under the Indenture.

1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:

(a) No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver.

(b) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indenture.

(c) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture.

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(d) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.

1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers and duties of the Trustee, Registrar, Custodian, and Paying Agent under the Indenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers and duties hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Custodian, and Paying Agent.

1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto.

THE ISSUERS

1.5 The Issuers hereby accept the resignation of Resigning Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture and this Agreement as written notice of resignation.

1.6 The Issuers hereby appoint Successor Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture to succeed to, and hereby vest Successor Trustee with, all the rights, powers and duties of Resigning Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture with like effect as if originally named as Trustee, Registrar, Custodian, and Paying Agent in the Indenture.

1.7 The Issuer hereby represent and warrant to Resigning Trustee and Successor Trustee that:

(a) Each of the Issuers is a corporation duly and validly organized and existing pursuant to the laws of Delaware.

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(b) The Indenture, and each amendment or supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Issuers and is in full force and effect and the Securities were validly issued by the Issuers.

(c) No covenant or condition contained in the Indenture has been waived by the Issuers or, to the best of each of the Issuer’s knowledge, by Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver.

(d) Each of the Issuers has authorized certain officers of the Issuers to: (a) accept Resigning Trustee’s resignation as Trustee, Registrar, Custodian, and Paying Agent under the Indenture; (b) appoint Successor Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture; and (c) execute and deliver such agreements, including, without limitation, this Agreement and other instruments as may be necessary or desirable to effectuate the succession of Successor Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture. Furthermore, this Agreement has been duly authorized, executed and delivered on behalf of the Issuers and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

(h) All conditions precedent relating to the appointment of UMB Bank, N.A. as successor Trustee, Registrar, Custodian, and Paying Agent under the Indenture have been complied with by the Issuers.

THE SUCCESSOR TRUSTEE

1.8 Successor Trustee hereby represents and warrants to Resigning Trustee and to the Issuers that:

(a) Successor Trustee is eligible under the provisions of Section 7.9 of the Indenture to act as Trustee under the Indenture.

4

(b) This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

1.9 Successor Trustee hereby accepts its appointment as successor Trustee, Registrar, Custodian, and Paying Agent under the Indenture and accepts the rights, powers, and duties of Resigning Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee, Registrar, Custodian, and Paying Agent under the Indenture. The Successor Trustee shall send a notice of its succession to Holders, substantially in the form attached hereto as Exhibit B.

1.10 References in the Indenture to “Corporate Trust Office” or other similar terms shall be deemed to refer to the designated corporation trust office of Successor Trustee, which is presently located at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota 55402.

MISCELLANEOUS

1.11 Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

1.12 This Agreement and the resignations, appointments and acceptances effected hereby shall be effective immediately upon execution by the parties; provided, however, that the Successor Trustee’s appointment in its capacities as Paying Agent and Registrar shall not be effective until ten business days after the Successor Trustee provides notification of its appointment as Paying Agent and Registrar to Depository Trust Company d/b/a Cede & Company.

1.13 This Agreement does not constitute a waiver or assignment by the Resigning Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Indenture. Each of the Issuers acknowledges its obligation set forth in Section 7.6 of the Indenture to indemnify Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred without gross negligence, bad faith or willful misconduct on the part of Resigning Trustee and arising out of or in connection with the acceptance or administration of the trust and the performance of its duties evidenced by the Indenture (which obligation shall survive the execution hereof).

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1.14 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

1.15 This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.

1.16 Each of the Issuers acknowledges that, in accordance with Section 326 of the USA Patriot Act, Successor Trustee, in order to help fight the funding of terrorism and prevent money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with Successor Trustee. Each of the Issuers agrees that it will provide Successor Trustee with such information as it may request in order for Successor Trustee to satisfy the requirements of the USA Patriot Act.

1.17 This Agreement sets forth the entire agreement of the parties with respect to its subject matter, and supersedes and replaces any and all prior contemporaneous warranties, representations or agreements, whether oral or written, with respect to the subject matter of this Agreement other than those contained in this Agreement.

1.18 The Issuers, Resigning Trustee and Successor Trustee hereby acknowledge receipt of an executed counterpart of this Agreement and the effectiveness thereof.

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1.19 Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, as set forth below:

If to the Issuers:

McDermott Technology (Americas), Inc./McDermott Technology (US) Inc.,

c/o McDermott International, Inc.

4424 West Sam Houston Parkway North

Houston, Texas 77041

Attention: John Freeman

Facsimile:

Email:

With a copy to:

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana

Houston, Texas 77002-4995

Attention: Ted W. Paris

If to Resigning Trustee:

Wells Fargo Bank, National Association

Corporate Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Megan Ford

Facsimile: (443) 367-3365

Email: megan.ford@wellsfargo.com

If to Successor Trustee:

UMB Bank, N.A.

120 South Sixth Street, Suite 1400

Minneapolis, MN 55402

Attention: Gordon Gendler

Email: gordon.gendler@umb.com

Phone: 612-337-7002

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, all as of the day and year first above written.

MCDERMOTT TECHNOLOGY (AMERICAS), INC.

By: /s/ Kevin Hargrove

Name: Kevin Hargrove

Title: Treasurer

MCDERMOTT TECHNOLOGY (US), INC.
By:	/s/ Kevin Hargrove
Name: Kevin Hargrove
Title: Treasurer

WELLS FARGO BANK, N.A., as Resigning Trustee
By:	/s/ Megan Ford
Name: Megan Ford
Title: Vice President

UMB BANK, N.A., as Successor Trustee
By:	/s/ Gordon Gendler
Name: Gordon Gendler
Title: Senior Vice President

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EXHIBIT A

Documents to be delivered to Successor Trustee

1. Executed copy of Indenture and any amendment and supplemental indenture thereto.

2. Collateral, if any, and related documents.

3. Evidence that all Notes are held at DTC.

4. Original Global Notes.

5. Such other non-confidential, unprivileged documents or information as the Successor Trustee may reasonably request on or after the effective date.

EXHIBIT B

[Successor Trustee LETTERHEAD]

NOTICE

To the Holders of:

	CUSIP # ____________
	CUSIP # ____________
of

NOTICE IS HEREBY GIVEN, pursuant to Section 7.7 of the Indenture (the “Indenture”), dated as of April 18, 2018, by and between McDermott Technology (Americas), Inc., McDermott Technology (US) Inc., and Wells Fargo Bank, National Association, as Trustee, that Wells Fargo Bank, National Association has resigned as Trustee, Registrar, Custodian, and Paying Agent under the Indenture.

Pursuant to Section 7.7 of the Indenture, UMB Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, has accepted appointment as Trustee, Registrar, Custodian, and Paying Agent under the Indenture. The address of the designated corporate trust office of the successor Trustee is 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota 55402.

Wells Fargo Bank, National Association’s resignation as Trustee and UMB Bank, N.A.’s appointment as successor Trustee were effective as of the opening of business on [ ], 2019.

Dated:

__________ ___, 2019

Successor Trustee

EX-10.1

Exhibit 10.1

Execution Version

MCDERMOTT INTERNATIONAL, INC.

(as Issuer)

and

Computershare Inc. and Computershare Trust Company, N.A.

(as Warrant Agent)

Warrant Agreement

Dated as of December 2, 2019

Warrants Exercisable for

Shares of Common Stock

TABLE OF CONTENTS

		PAGE
ARTICLE I
DEFINITIONS
Section 1.01.	Definitions		1
Section 1.02.	Rules of Construction		5
ARTICLE II
APPOINTMENT OF WARRANT AGENT
Section 2.01.	Appointment of Warrant Agent		6
ARTICLE III
THE WARRANTS
Section 3.01.	Form and Dating; Legends		6
Section 3.02.	[Reserved]		7
Section 3.03.	[Reserved]		7
Section 3.04.	[Reserved]		7
Section 3.05.	Outstanding Warrants		7
Section 3.06.	Cancellation		7
Section 3.07.	CUSIP Numbers		7
Section 3.08.	Registration and Transfer		7
Section 3.09.	Restrictions on Transfer		8
ARTICLE IV
SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS
Section 4.01.	Terms of Warrants; Exercise of Warrants		9
Section 4.02.	Conditional Exercise		12
Section 4.03.	Opinion of Counsel		12
Section 4.04.	Cost Basis Information		12
ARTICLE V
COVENANTS OF THE COMPANY
Section 5.01.	Maintenance of Office or Agency		12
Section 5.02.	Payment of Taxes		13
Section 5.03.	Rule 144A(d)(4) Information		13
Section 5.04.	Reservation of Warrant Shares		13
Section 5.05.	Listing		13
Section 5.06.	HSR Act		14

i

ARTICLE VI
ADJUSTMENT OF NUMBER OF
WARRANT SHARES ISSUABLE
Section 6.01.	Adjustment to Number of Warrant Shares	14
Section 6.02.	Fractional Interests	20
Section 6.03.	Notices to Warrant Holders	20
Section 6.04.	No Rights as Stockholders; Limitations of Liability	21
ARTICLE VII
WARRANT AGENT
Section 7.01.	Warrant Agent	22
Section 7.02.	Compensation; Indemnity; Limitation on Liability	24
Section 7.03.	Individual Rights of Warrant Agent	25
Section 7.04.	Replacement of Warrant Agent	25
Section 7.05.	Successor Warrant Agent by Merger	26
Section 7.06.	Holder Lists	26
ARTICLE VIII
MISCELLANEOUS
Section 8.01.	Holder Actions	26
Section 8.02.	Notices and Communications	27
Section 8.03.	Entire Agreement	28
Section 8.04.	Amendments, Supplements and Waivers	28
Section 8.05.	Benefits of This Agreement	30
Section 8.06.	Successors and Assigns	30
Section 8.07.	Governing Law; Jurisdiction and Venue; Waiver of Jury Trial	30
Section 8.08.	Severability	31
Section 8.09.	Counterparts	31
Section 8.10.	Table of Contents and Headings	31
Section 8.11.	No Adverse Interpretation of Other Agreements	31
Section 8.12.	No Presumption	31
Section 8.13.	Obligations Limited to Parties to This Agreement and Holders	32
Section 8.14.	Bank Accounts	32
Section 8.15.	Further Assurances	32
Section 8.16.	Confidentiality	33
Section 8.17.	Force Majeure	33

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EXHIBITS

Exhibit A Form of Series B Warrant

Exhibit B Restricted Legend

Exhibit C Rule 144A Certificate

Exhibit D Accredited Investor Certificate

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WARRANT AGREEMENT, dated as of December 2, 2019, among McDermott International, Inc., a corporation organized under the laws of the Republic of Panama (as further defined below, the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).

WHEREAS, the Company proposes to issue Series B warrants (the “Warrants”), that upon exercise may be settled solely for shares of Common Stock (as defined herein) (the Common Stock issuable on exercise of the Warrants being referred to herein as the “Warrant Shares”) or, at the option of the Company, via net share settlement, to certain third-party purchasers; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act in connection with the issuance of the Warrants and other matters as provided herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the following respective meanings.

“act” has the meaning set forth in Section 8.01.

“Accredited Investor Certificate” means a certificate substantially in the form of Exhibit D hereto.

“Affiliate” has the meaning assigned to such term, as of the date hereof, in Rule 405 under the Securities Act.

“Agreement” means this Warrant Agreement, as amended or supplemented from time to time.

“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of the Company, as amended or modified.

“Average VWAP” per share over any specified period means the arithmetic average of the VWAP per share for each Trading Day in such period.

“Board of Directors” means the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

“Business Combination” means a merger, consolidation, business combination or similar transaction of the Company with another Person.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Closing Sale Price” per share of the Common Stock means, as of any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported (1) on the principal National Securities Exchange on which the Common Stock is traded, (2) if the Common Stock is not listed on a National Securities Exchange, on the principal regional securities exchange, or (3) if the Common Stock is not listed on a National Securities Exchange or regional securities exchange, in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a quotation, the Closing Sale Price shall be an amount determined by the Board of Directors to be the fair market value of a share of Common Stock.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock, par value $1.00 per share, of the Company or any other Capital Stock of the Company into which such common stock shall be reclassified or changed.

“Company” means McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, or any successor to the Company.

“Computershare” has the meaning assigned to such term in the recitals to this Agreement.

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“Corporate Trust Office” means the office of the Warrant Agent designated for the purposes contemplated hereunder, which at the Issue Date is located at 250 Royall Street, Canton, MA 02021.

“Ex-Date” means, when used with respect to any issuance of or distribution in respect of the Common Stock or any other securities, the first date on which the Common Stock or such other securities trade without the right to receive such issuance or distribution.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exercise Notice” has the meaning assigned to such term in Section 4.01(b).

“Exercise Price” means the exercise price for the Warrants as set forth on Exhibit A.

“Exercise Ratio” has the meaning assigned to such term in Section 6.01.

“Expiration Time” has the meaning assigned to such term in Section 4.01(a).

“Form Certificate” has the meaning assigned to such term in Section 3.01.

“Full Share Settlement” has the meaning assigned to such term in Section 4.01(b).

“Full Share Settlement Election” has the meaning assigned to such term in Section 4.01(b).

“Funds” has the meaning assigned to such term in Section 8.14.

“GAAP” means accounting principles generally accepted in the United States.

“Holder” means the registered holder of any Warrant.

“HSR Act” has the meaning assigned to such term in Section 5.06.

“Industry Competitor” means a company engaged primarily in providing engineering, procurement and construction services to the energy industry or any holding company thereof or its subsidiaries; provided, however, that for the avoidance of doubt, a private equity fund, financial institution, asset management firm or similar firm shall not be considered an “Industry Competitor” but any of its portfolio companies that are engaged primarily in providing engineering, procurement and construction services to the energy industry would be considered an “Industry Competitor.”

“Issue Date” means the date on which the Warrants are originally issued under this Agreement.

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“Market Value” means, the Average VWAP during a five consecutive Trading Day period ending on the Trading Day immediately prior to the date of determination, as reported (1) on the principal National Securities Exchange on which the Common Stock is traded, (2) if the Common Stock is not listed on a National Securities Exchange, on the principal regional securities exchange, or (3) if the Common Stock is not listed on a National Securities Exchange or regional securities exchange, in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a listing or reporting, the Market Value shall be an amount determined by the Board of Directors.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“Net Share Settlement” has the meaning assigned to such term in 4.01(b).

“Net Share Settlement Election” has the meaning assigned to such term in Section 4.01(b).

“Officer” means any of the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and the General Counsel of the Company.

“Officers’ Certificate” means a certificate signed by two Officers, and delivered to the Warrant Agent, that meets the requirements set forth herein.

“Opinion of Counsel” means a written opinion of counsel who shall be reasonably acceptable to the Warrant Agent that meets the requirements set forth herein.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Pro Rata Repurchases” means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer directed to all of the holders of Common Stock subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other tender offer available to substantially all holders of Common Stock, in the case of both (i) and (ii), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while the Warrants are outstanding. The “effective date” of a Pro Rata Repurchase shall mean the date of purchase with respect to any Pro Rata Repurchase.

“Register” means the register established by the Warrant Agent pursuant to Section 3.08.

“Restricted Legend” means the legend set forth in Exhibit B.

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“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means a certificate substantially in the form of Exhibit C hereto.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other National Securities Exchange or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a National Securities Exchange or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, “Trading Day” shall mean a Business Day.

“Transfer Agent” has the meaning assigned to such term in Section 5.04(b).

“Trigger Event” has the meaning assigned to such term in Section 6.01(a)(viii).

“VWAP” per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page “MDR <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, “VWAP” means the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Company for this purpose.

“Warrant Agent” means the party named as such in the first paragraph of this Agreement or any successor warrant agent under this Agreement pursuant to Article VII.

“Warrant Shares” has the meaning assigned to such term in the recitals to this Agreement.

“Warrants” has the meaning assigned to such term in the recitals to this Agreement.

Section 1.02. Rules of Construction. Unless the context otherwise requires, as used in this Agreement:

(a) a defined term has the meaning assigned to it for all purposes of this Agreement, regardless of where it is defined herein;

(b) all accounting terms not otherwise defined shall have the respective meanings assigned to them under GAAP;

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(c) “or” is not exclusive but shall be used in the inclusive sense of “and/or”;

(d) defined terms and other words used in the singular shall be deemed to include the plural, and vice versa;

(e) The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement;

(f) when the words “include,” “includes” or “including” are used herein, they shall be deemed to be followed by the phrase “without limitation”;

(g) unless expressly qualified otherwise (e.g., by “Business” or “Trading”), all references to “days” are deemed to be references to calendar days;

(h) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Agreement unless otherwise indicated; and

(i) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended, supplemented or modified from time to time (or to successor statutes and regulations).

ARTICLE II

APPOINTMENT OF WARRANT AGENT

Section 2.01. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants in accordance with the instructions set forth hereinafter in this Agreement and the Warrant Agent hereby accepts such appointment and shall perform the same in accordance with the express terms and conditions set forth in this Agreement.

ARTICLE III

THE WARRANTS

Section 3.01. Form and Dating; Legends. The Warrants will be categorized as Series B Warrants and will be issuable only in book-entry form with terms and provisions contained in the form of the Warrants attached as Exhibit A (the “Form Certificate”), which terms and provisions are hereby expressly made a part of this Agreement. The Warrants may have electronic notations, legends or endorsements required by law, rules of or agreements with National Securities Exchanges to which the Company is subject, or usage.

(a) Except as otherwise provided in Section 3.01(b) or Section 3.09, each Warrant will bear the Restricted Legend.

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(b) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Warrant are effected in compliance with the Securities Act, the Company may instruct the Warrant Agent in writing to remove the Restricted Legend from such Warrant, and the Warrant Agent will comply with such instruction.

(c) By its acceptance of any Warrant bearing the Restricted Legend, each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Warrant set forth in this Agreement and in the Restricted Legend and agrees that it will transfer such Warrant only in accordance with this Agreement and such legend.

Section 3.02. [Reserved]

Section 3.03. [Reserved]

Section 3.04. [Reserved]

Section 3.05. Outstanding Warrants. The Register shall show at any time the number of Warrants outstanding, which shall be all Warrants that have not been canceled by the Warrant Agent or Company or instructed to the Warrant Agent for cancellation, or exercised by the Holder thereof.

Section 3.06. Cancellation. Notwithstanding any Warrants cancelled in accordance with Section 4.01, the Company will promptly instruct the Warrant Agent for cancellation any Warrants which the Company may have acquired in any manner whatsoever. Certification of the cancellation of all canceled Warrants shall be delivered to the Company upon written request. The Company may not issue new Warrants to replace Warrants that have been exercised or delivered to the Warrant Agent for cancellation.

Section 3.07. CUSIP Numbers. The Company in issuing the Warrants shall obtain and use “CUSIP” numbers for the Warrants and the Warrant Agent will use such CUSIP numbers in notices as a convenience to Holders, with any such notice stating that no representation is made as to the correctness of such numbers either as printed on the Warrants or as contained in any notice to any Holder. The Company will promptly notify the Warrant Agent and Holders in writing of any change in such CUSIP numbers.

Section 3.08. Registration and Transfer. The Company shall cause the Warrant Agent to maintain a register (the “Register”) for registering original issuance and transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective Holders thereof in such denomination and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

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(a) Subject to Section 3.09 hereof, a Holder may transfer a Warrant to another Person by presenting to the Warrant Agent a written request therefor stating the name of the proposed transferee, accompanied by any certification, opinion or other document required by this Agreement. The Warrant Agent will promptly register any transfer that meets the requirements of this Section 3.08 by noting the same in the Register maintained by the Warrant Agent for such purpose; provided that no transfer will be effective until it is registered in the Register. Prior to the registration of any transfer, the Company, the Warrant Agent and their agents will treat the Person in whose name the Warrant is registered as the owner and Holder thereof for all purposes, and will not be affected by notice to the contrary.

All Warrants issued upon transfer shall be duly authorized and entitled to the benefits of this Agreement.

No service charge will be imposed solely in connection with any transfer of any Warrant, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

A party requesting transfer of Warrants or other securities must provide any evidence of authority that may be required by the Warrant Agent, including a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.

(b) Subject to compliance with Section 3.09(b), if a Warrant is transferred, the transfer of such ownership shall be effected through the Register maintained by the Warrant Agent.

Section 3.09. Restrictions on Transfer. The transfer of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer shall be made to an Industry Competitor. The Warrant Agent shall refuse to register any requested transfer that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(a), the Person requesting the transfer must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States.

(a) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer of any Warrant (or a beneficial interest therein) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and the Warrant Agent may require from any Person requesting a transfer in reliance upon this paragraph any other reasonable certifications and evidence in connection with such resale. Any Warrant transferred in reliance upon this paragraph will not bear the Restricted Legend.

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(b) The Warrant Agent will retain electronic copies of all certificates and other documents received in connection with the transfer of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Warrant Agent.

(c) Notwithstanding anything to the contrary contained in this Agreement, the number of shares of Common Stock that may be issued under the Warrants for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed.

ARTICLE IV

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS

Section 4.01. Terms of Warrants; Exercise of Warrants.

(a) Subject to the terms of this Agreement, a Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part during the period commencing 9:00 a.m., New York City time, on December 2, 2019 and until 5:00 p.m., New York City time, on December 2, 2029 (the “Expiration Time”), and shall entitle the Holder thereof to receive Warrant Shares from the Company. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

(b) In order to exercise all or any of the Warrants, the Holder thereof must deliver to the Company notice substantially in the form of the election to exercise set forth on the reverse of the Form Certificate duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company shall promptly (and in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to have the Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following the Company’s receipt of any such Exercise Notice, the Company will be deemed to have made a Full Share Settlement Election with respect to the Warrants to which such Exercise Notice relates, as of such time.

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(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation:

X = ((A - B)/A) x C

where:

X =	the Warrant Shares issuable upon exercise pursuant to this paragraph (c).
A =	the Market Value of a share of Common Stock as of the date on which the Holder delivers the applicable Exercise Notice.
B =	the Exercise Price per share of Common Stock.
C =	with respect to the Warrant then being exercised, the number of shares of Common Stock for which such Warrant is exercisable, prior to the Net Share Settlement procedures pursuant to this paragraph (c).

If the foregoing calculation results in a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this paragraph (c). The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to make, any calculations in respect of any Net Share Settlements. The number of Warrant Shares to be issued on such Net Share Settlement will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in this Section 4.01(c). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise, pursuant to this Section 4.01(c) is accurate or correct.

(d) If a Full Share Settlement Election is made pursuant to Section 4.01(b) with respect to a Warrant Exercise, then within one Business Day following the date of the Full Share Settlement Election, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares issuable as to which the Warrant was so exercised in cash or via wire transfer of immediately available funds, provided that the failure to deliver payment shall not prejudice the Holder’s right to receive the number of shares of Common Stock into which the Warrant is convertible upon payment of the Exercise Price.

(e) Within one Business Day following the date the Exercise Notice is delivered to the Company, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares issuable as to which the Warrant was so exercised in cash or via wire transfer of immediately available funds.

(f) Upon compliance with the provisions set forth above, the Company shall promptly deliver or cause to be delivered, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants or other securities or property to which such Holder is entitled, together with cash in lieu of fractional shares as provided in Section 6.02. Such certificate or certificates or other securities or property shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares or other securities or property, as of the date of the delivery of the Exercise Notice, notwithstanding that the stock transfer books of the Company shall then be closed or the certificates or other securities or property have not been delivered. If applicable, the Company shall provide to Computershare an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From time to time thereafter, Computershare may request additional funding to cover fractional payments. Computershare shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.

(g) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office upon reasonable notice to the Warrant Agent by the Holders. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.

(h) Certificates, if any, representing Warrant Shares shall bear a Restricted Legend (with all references to Warrants therein replaced by references to Common Stock, and with such changes thereto as the Company may deem appropriate) if (i) the Warrants for which they were issued carried a Restricted Legend or (ii) the Warrant Shares are issued in a transaction exempt from registration under the Securities Act (other than the exemption provided by Section 3(a)(9) of the Securities Act), in each case until and unless the circumstances set forth in Section 3.01(b) apply to such Warrant Shares, and any transfers thereof shall comply with the Restricted Legend.

(i) Notwithstanding anything to the contrary herein, (i) unless otherwise agreed by the Company and the Holder, the Warrant Shares shall be in uncertificated, book-entry form as permitted by the by-laws of the Company and the laws of the Republic of Panama, and (ii) delivery of Warrant Shares upon exercise of a Warrant shall be made to the applicable Holder through the facilities of The Depository Trust Company as directed by such Holder unless such Holder shall otherwise instruct.

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Section 4.02. Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

Section 4.03. Opinion of Counsel. The Company shall provide one or more Opinions of Counsel prior to the issuance of Warrants to set up a reserve of warrants and related Common Stock. The opinions shall, taken together, state that all warrants or Common Stock, as applicable, are: registered under the Securities Act, as amended, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the warrants or shares; and validly issued, fully paid and non-assessable.

Section 4.04. Cost Basis Information.

(a) In the event of a Full Share Settlement, the Company shall instruct the Warrant Agent to record cost basis for newly issued Warrant Shares issued pursuant to a Full Share Settlement in a manner reasonably determined by the Company to be subsequently communicated by the Company to the Warrant Agent.

(b) In the event of a Net Share Settlement, the Company shall provide cost basis for Warrant Shares issued pursuant to a Net Share Settlement at the time the Company confirms the number of Warrant Shares issuable in connection with the Net Share Settlement to the Warrant Agent.

ARTICLE V

COVENANTS OF THE COMPANY

Section 5.01. Maintenance of Office or Agency. The Company will maintain in the United States an office or agency where Warrants may be surrendered for registration of transfer or exchange or for presentation for exercise. The Company hereby initially designates the Corporate Trust Office of the Warrant Agent as such office of the Company. The Company will give prompt written notice to the Warrant Agent of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Warrant Agent with the address thereof, such presentations and surrenders may be made or served to the Warrant Agent.

The Company may also from time to time designate one or more other offices or agencies where the Warrants may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Warrant Agent of any such designation or rescission and of any change in the location of any such other office or agency.

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Section 5.02. Payment of Taxes. The Company will pay all documentary, stamp or similar issue or transfer taxes in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants; provided that the exercising Holder shall be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrants or any Warrant Shares in a name other than that of the registered holder of a Warrant surrendered upon exercise, and the Company and the Warrant Agent shall not be required to issue such Warrant unless or until the exercising Holder shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company and the Warrant Agent that such tax has been paid.

Section 5.03. Rule 144A(d)(4) Information. For so long as any of the Warrants or Warrant Shares remain outstanding and constitute “restricted securities” under Rule 144, the Company will make available upon request to any prospective purchaser of the Warrants or Warrant Shares or beneficial owner of Warrants or Warrants Shares in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act; provided that such information shall be deemed conclusively to be made available pursuant to this Section 5.03 if the Company has filed such information with the Commission via its Electronic Data Gathering, Analysis and Retrieval System (or any successor electronic system maintained by the Commission) and such information is publicly available on such system.

Section 5.04. Reservation of Warrant Shares. (a) The Company will reserve and keep available for issuance and delivery such number of its authorized but unissued shares of Common Stock or other securities of the Company as will from time to time be sufficient to permit the exercise in full of all outstanding Warrants, which shares or securities will, when issued, be free and clear of all liens, security interests, charges and other encumbrances and free and clear of all preemptive rights.

(b) The Company will authorize and direct the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any securities of the Company issuable upon the exercise of the Warrants to reserve such number of authorized securities as shall be required for such purpose. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in Sections 4.01(d) and 6.02. The Company will furnish such Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 6.01(d).

Section 5.05. Listing. The Company shall use commercially reasonable efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on the New York Stock Exchange or the principal securities exchange on which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise. The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise.

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Section 5.06. HSR Act. If the Company or any Holder of Warrants determines, after consultation with the other, that a filing is required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), solely in connection with the exercise of Warrants hereunder, then the Company, on the one hand, and such Holder of Warrants, on the other hand, shall as promptly as practicable make, or cause to be made, all filings and submissions required under the HSR Act with respect to the exercise of such Warrants and use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable) as soon as possible thereafter.

ARTICLE VI

ADJUSTMENT OF NUMBER OF

WARRANT SHARES ISSUABLE

Section 6.01. Adjustment to Number of Warrant Shares. The number of Warrant Shares issuable upon the exercise of each Warrant (the “Exercise Ratio”) is subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 6.01.

In the event that, at any time as a result of the provisions of this Section 6.01, the Holders of the Warrants shall become entitled upon subsequent exercise to receive any shares of Capital Stock of the Company other than Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained herein.

(a) Adjustments for Change in Capital Stock.

(i) If the Company pays a dividend (or other distribution) in shares of Common Stock to all holders of the Common Stock, then the Exercise Ratio in effect immediately following the record date for such dividend (or distribution) shall be multiplied by the following fraction:

	where
	OS0 =	the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution; and
	OS1 =	the sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend.

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(ii) If the Company issues to all holders of shares of the Common Stock rights, options or warrants entitling them, for a period of not more than 60 days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at less than the Market Value determined on the Ex-Date for such issuance, then the Exercise Ratio in effect immediately following the close of business on the Ex-Date for such issuance shall be multiplied by the following fraction:

	where
	OS0 =	the number of shares of Common Stock outstanding at the close of business on the record date for such issuance;
	X =	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	Y =	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Market Value determined as of the last trading day preceding the date of the agreement on pricing such rights, options or warrants.

To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the number of Warrant Shares shall be readjusted to the number of Warrant Shares that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the number of Warrant Shares shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such shares of Common Stock, the conversion agent shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

(iii) If the Company subdivides, combines or reclassifies the shares of Common Stock into a greater or lesser number of shares of Common Stock, then the Exercise Ratio in effect immediately following the effective date of such share subdivision, combination or reclassification shall be multiplied by the following fraction:

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	where
	OS0 =	the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, combination or reclassification; and
	OS1 =	the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, combination or reclassification (after giving effect thereto).

(iv) If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of Capital Stock (other than Common Stock) or other assets (including cash or securities, but excluding any dividend or distribution referred to in clause (i) above; any rights or warrants referred to in clause (ii) above; and any dividend of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spin-off transactions as described below), then the Exercise Ratio in effect immediately following the close of business on the record date for such distribution shall be multiplied by the following fraction:

	where
	SP0 =	the Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date; and
	FMV =	the fair market value of the portion of the distribution applicable to one share of Common Stock on the Trading Day immediately preceding the Ex-Date as determined by the Board of Directors.

In a spin-off, where the Company makes a distribution to all holders of shares of Common Stock consisting of Capital Stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit the Exercise Ratio shall be adjusted on the fourteenth Trading Day after the effective date of the distribution by multiplying the Exercise Ratio in effect immediately prior to such fourteenth Trading Day by the following fraction:

	where
	MP0 =	the average of the Closing Sale Price of the Common Stock over each of the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution; and
	MPS =	the average of the closing sale price of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over each of the first 10 Trading Days commencing on

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and including the fifth Trading Day following the effective date of such distribution, or, as reported in the principal securities exchange or quotation system or market on which such shares are traded, or if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by the Board of Directors.

In the event that such distribution described in this clause (iv) is not so made, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Exercise Price that would then be in effect if such dividend distribution had not been declared.

(v) In case the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise Ratio shall be adjusted to the price determined by multiplying the Exercise Ratio in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction of which he denominator shall be the product of (x) the number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so repurchased and (y) the Market Value per share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, and of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market Value of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase.

(vi) In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 6.01(a)(iii)), the Holder’s right to receive Warrant Shares upon exercise of the Warrants shall be converted into the right to exercise the Warrants to acquire the number of shares of stock or other securities or property (including cash) that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of each Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Holder’s right to exercise each Warrant in exchange for any shares of stock or other securities or property pursuant to this Section 6.01(a)(vi). In determining the kind and amount of stock, securities or the property receivable upon exercise of each Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the Holder shall have the right to make a similar election (including being subject to similar proration constraints) upon exercise of each Warrant with respect to the number of shares of stock or other securities or property that the Holder will receive upon exercise of a Warrant.

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(vii) Notwithstanding anything herein to the contrary, no adjustment under this Section 6.01 need be made to the Exercise Ratio unless such adjustment would require a cumulative increase or decrease of at least 2.0% of the Exercise Ratio then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to a cumulative increase or decrease of at least 2.0% of such Exercise Ratio.

(viii) The Company reserves the right to make such increase in the Exercise Ratio in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for Federal income tax purposes as a dividend or distribution of stock or stock rights will result in less or no tax to the recipients. In the event the Company elects to make such an increase in the Exercise Price, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the increase of the Exercise Price.

(ix) Notwithstanding any other provisions of this Section 6.01(a), rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): are deemed to be transferred with such shares of Common Stock; are not exercisable; and are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 6.01(a) (and no adjustment to the Exercise Ratio under this Section 6.01(a) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Ratio shall be made under Section 6.01(a)(ii). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Ratio under this Section 6.01(a) was made, in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Ratio shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such

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redemption or repurchase, and in the case of such rights or warrants that shall have expired or been terminated without exercise thereof, the Exercise Ratio shall be readjusted as if such expired or terminated rights and warrants had not been issued. To the extent that the Company has a rights plan or agreement in effect upon exercise of the Warrants, which rights plan provides for rights or warrants of the type described in this clause, then upon exercise of the Warrants, the Holder will receive, in addition to the Common Stock to which he is entitled, a corresponding number of rights in accordance with the rights plan, unless a Trigger Event has occurred and the adjustments to the Exercise Ratio with respect thereto have been made in accordance with the foregoing. In lieu of any such adjustment, the Company may amend such applicable stockholder rights plan or agreement to provide that upon exercise of the Warrants, the Holders will receive, in addition to the Common Stock issuable upon such exercise, the rights that would have attached to such Common Stock if the Trigger Event had not occurred under such applicable stockholder rights plan or agreement.

(b) Notwithstanding anything to the contrary in this Section 6.01, no adjustment to the Exercise Ratio shall be made with respect to any distribution or other transaction if Holders are entitled to participate in such distribution or transaction as if they held a number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such event, without having to exercise their Warrants.

(c) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Exercise Price then in effect shall be required by reason of the taking of such record.

(d) Notice of Adjustment. Whenever the Exercise Price is adjusted, the Company shall provide the notices required by Section 6.03.

(e) Company Determination Final. Notwithstanding anything to the contrary herein, whenever the Board of Directors is permitted or required to determine Market Value or fair market value, such determination shall be made in good faith and, absent manifest error, shall be final and binding on the Holders and the Warrant Agent.

(f) When Issuance or Payment May Be Deferred. In any case in which this Section 6.01 shall require that an adjustment in the Exercise Ratio be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the Warrant Shares and other Capital Stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other Capital Stock of the Company, if any, issuable upon such exercise on the basis of the Exercise Ratio and paying to such Holder any amount in cash in lieu of a fractional share pursuant to Section 6.02; provided that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional Warrant Shares, other Capital Stock and cash upon the occurrence of the event requiring such adjustment.

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(g) Form of Warrants. Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.

Section 6.02. Fractional Interests. The Company shall not be required to issue fractional Warrant Shares or scrip representing fractional shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 6.02, be issuable on the exercise of any Warrants (or specified portion thereof), the Company may, at its option, either pay an amount in cash equal to the current Closing Sale Price per Warrant Share, as determined on the date the Warrant is presented for exercise, multiplied by such fraction, computed to the nearest whole U.S. cent, or round the number of Warrant Shares issued up to the nearest number of whole Warrant Shares. Whenever a payment for fractional Warrant Shares is to be made by the Warrant Agent, the Company shall promptly prepare and deliver to the Warrant Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and provide sufficient monies to the Warrant Agent in the form of fully collected funds to make such payments. The Warrant Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Warrant Shares under any section of this Agreement relating to the payment of fractional Warrant Shares unless and until the Warrant Agent shall have received such a certificate and sufficient monies. The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of paying cash in lieu of fractional Warrant Shares. From time to time thereafter, Computershare may request additional funding to cover payments in lieu of fractional Warrant Shares.

Section 6.03. Notices to Warrant Holders.

(a) Upon any adjustment of the Exercise Price pursuant to Section 6.01, the Company shall promptly thereafter cause to be filed with the Warrant Agent a certificate of the Chief Financial Officer of the Company setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Shares (or portion thereof) or other securities or property issuable after such adjustment in the Exercise Price, upon exercise of a Warrant, which certificate shall be presumed, absent manifest error, to correctly present the matters set forth therein, and cause to be given to each of the Holders written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 6.03. Until

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such certificate is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustments have been made, and the Warrant Agent shall have no duty or obligation to investigate or confirm whether any of the Company’s determinations are accurate or correct.

(b) In case:

(i) the Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants;

(ii) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 6.01(a));

(iii) of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock by the Company;

(iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(v) the Company proposes to take any action which would require an adjustment of the Exercise Price pursuant to Section 6.01;

then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (z) the date on which any such transaction is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such transaction. The failure to give the notice required by this Section 6.03 or any defect therein shall not affect the legality or validity of any transaction, or the vote upon any action.

Section 6.04. No Rights as Stockholders; Limitations of Liability. Nothing contained in this Agreement or the Warrants shall be construed as conferring upon the holders of Warrants the right to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or any rights whatsoever, including the right to receive dividends or other distributions, as stockholders of the Company, or the right to share in the assets of the Company in the event of its liquidation, dissolution or winding up, except in respect of

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Common Stock received following exercise of Warrants or imposing any fiduciary or other duties on the Company or any of its directors or officers, all of which rights and duties are expressly waived by the Holders. In addition, nothing contained in this Agreement or the Warrants shall be construed as imposing any liabilities on the Holder as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

ARTICLE VII

WARRANT AGENT

Section 7.01. Warrant Agent. The Warrant Agent undertakes the express duties and obligations imposed by this Agreement upon the following terms and conditions (and no duties or obligations shall be inferred), by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:

(a) The statements and recitals contained herein and in the Warrants shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility and shall not be liable for the correctness of any of the same except such as describe the Warrant Agent. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise expressly provided.

(b) The Warrant Agent has no duty to determine when an adjustment under Article VI should be made, how any such adjustment should be made or what any such adjustment should be. Nor shall the Warrant Agent have any obligation hereunder to determine whether an adjustment event has occurred. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall have no obligation under this Agreement to calculate, confirm, investigate or verify the accuracy of the correctness of, the number of Warrant Shares issuable in connection with any exercise hereunder.

(c) The Warrant Agent shall not be accountable with respect to (i) the validity, value, kind or amount of any Warrant Shares, securities or property which may be issued or delivered at any time upon the exercise of any Warrant or (ii) whether any such Warrant Shares or other securities will, when issued, be validly issued, fully paid and nonassessable; and in each case, makes no representation with respect thereto.

(d) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrants.

(e) The Warrant Agent may rely on, and will be held harmless, indemnified and protected and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, instrument, instruction, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document from the Company with respect to any matter relating to its acting as Warrant Agent hereunder believed by it to be genuine and to have been signed or presented by the proper Person. The Warrant Agent need not investigate any fact or matter stated in the document. The Warrant Agent, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. The Warrant Agent shall not be held to have notice of any change of authority of any Person, until receipt of written notice thereof from the Company.

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(f) The Warrant Agent may consult with legal counsel, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection to the Warrant Agent and the Warrant Agent will incur no liability for or in respect of any action taken, suffered or omitted by it hereunder in the absence of willful misconduct, bad faith or gross negligence (each as determined by a final judgment of a court of competent jurisdiction) in reliance thereon.

(g) The Warrant Agent may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the appointment of such agent.

(h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. No provision of this Agreement shall be construed to relieve the Warrant Agent from liability for its own gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction).

(i) The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any Holder of Warrants with respect to any action or default by the Company, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.

(j) The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it; provided, further, that the Warrant Agent may in any event resign pursuant to Section 7.04(i) instead of taking any such action.

(k) The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Commission or this Agreement, including obligations under applicable regulation or law.

(l) The Warrant Agent shall not be accountable or under any duty or responsibility for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants.

(m) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants. The Warrant Agent shall not be charged with knowledge or notice of any fact or circumstance not expressly set forth herein, and shall not be bound by the provisions of any other agreement or document among the Company and the Holders except this Agreement.

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(n) The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.

(o) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, any Holder of a Warrant or any other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of Warrant Agent.

(p) The provisions of this Section 7.01, Section 7.02 and Section 7.03 will survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation, replacement or removal of the Warrant Agent.

Section 7.02. Compensation; Indemnity; Limitation on Liability. The Company will pay the Warrant Agent compensation for all services rendered by it hereunder as agreed upon in writing for its services. The Company will reimburse the Warrant Agent upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Warrant Agent in the exercise and performance of its duties hereunder, except any such expense, disbursement or advance attributable to its gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Such expenses shall include the reasonable compensation and expenses of the Warrant Agent’s third-party agents and outside counsel.

(a) The Company will indemnify the Warrant Agent for, and hold it harmless against, any loss, liability, suit, action, proceeding, damage, judgment, fine, penalty, claim, demand, settlement, costs or expense incurred (including the reasonable fees and expenses of outside legal counsel) without gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of the Warrant Agent, for anything done or omitted to be done by the Warrant Agent in connection with the acceptance, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The reasonable costs and expenses incurred in enforcing this right of indemnification will be paid by the Company if the Warrant Agent is entitled to indemnification by the Company pursuant to this Agreement (as determined by a final,

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non-appealable judgment of a court of competent jurisdiction). The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Warrant Agent to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company is prejudiced thereby. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

(b) Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during the term of this Agreement with respect to, or arising from or in connection with this Agreement, or from any services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges (but not including reimbursable expenses) during the 12 months immediately preceding the event for which recovery from the Warrant Agent is being sought.

(c) Notwithstanding anything in this Agreement to the contrary, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Warrant Agent will not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Warrant Agent will be fully protected and will incur no liability for failing to take any action in connection therewith unless and until it has received such notice.

Section 7.03. Individual Rights of Warrant Agent. The Warrant Agent, and any stockholder, director, officer or employee of it, may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Section 7.04. Replacement of Warrant Agent. (a) The Warrant Agent

(i) may resign and be discharged from its duties under this Agreement at any time by not less than 30 days’ written notice to the Company (pursuant to Section 8.02),

(ii) may be removed at any time by the Company, for any reason, by at least 30 days’ written notice to the Warrant Agent, and

(iii) may be removed immediately by the Company if: the Warrant Agent is adjudged a bankrupt or an insolvent; a receiver or other public officer takes charge of the Warrant Agent or its property; or the Warrant Agent becomes incapable of acting.

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In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination.

(b) If the Warrant Agent resigns or is removed, or if a vacancy exists in the office of Warrant Agent for any reason, the Company will promptly appoint a successor Warrant Agent. If the successor Warrant Agent does not deliver its written acceptance within 30 days after the retiring Warrant Agent resigns or is removed, the retiring Warrant Agent, the Company or the Holders of a majority of the outstanding Warrants may petition any court of competent jurisdiction for the appointment of a successor Warrant Agent.

(c) Upon delivery by the successor Warrant Agent of a written acceptance of its appointment to the retiring Warrant Agent and to the Company, the retiring Warrant Agent will transfer all property held by it as Warrant Agent to the successor Warrant Agent, the resignation or removal of the retiring Warrant Agent will become effective, and the successor Warrant Agent will have all the rights, powers and duties of the Warrant Agent under this Agreement. Upon request of any successor Warrant Agent, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Warrant Agent all such rights and powers. The Company will give notice of any resignation and any removal of the Warrant Agent, and the transfer agent, as the case may be, and each appointment of a successor Warrant Agent to all Holders, and include in the notice the name of the successor Warrant Agent and the address of its Corporate Trust Office.

(d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Section 7.05. Successor Warrant Agent by Merger. If the Warrant Agent consolidates with, merges or converts into, or transfers all or substantially all of its shareholder services business to, another Person or national banking association, the resulting, surviving or transferee Person or national banking association without any further act will be the successor Warrant Agent with the same effect as if the successor Warrant Agent had been named as the Warrant Agent in this Agreement.

Section 7.06. Holder Lists. The Warrant Agent shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Holder Actions. Any notice, consent to amendment, supplement or waiver provided by this Agreement to be given by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Warrant Agent.

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(a) Any act by the Holder of any Warrant binds that Holder and every subsequent Holder of such Warrant. Subject to paragraph (c), a Holder may revoke an act as to its Warrants, but only if the Warrant Agent receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

(b) The Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective if given or made more than 90 days after any applicable record date with respect thereto.

Section 8.02. Notices and Communications. Any notice or communication by the Company, on the one hand, or the Warrant Agent, on the other hand, to the other shall be in writing and shall be deemed to have been duly given and received when delivered in person, when actually received when mailed by first class mail, postage prepaid, when actually received by overnight delivery by a nationally recognized courier service, or when receipt has been acknowledged when sent via electronic mail (“email”). In each case the notice or communication shall be addressed as follows:

if to the Company:

McDermott International, Inc.

757 N. Eldridge Parkway

Houston, TX 77079

Attention: John Freeman

Email: jfreeman@mcdermott.com

With copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

Attention: Brooks Antweil

Email: brooks.antweil@kirkland.com

if to the Warrant Agent:

Computershare Inc.

Computershare Trust Company, N.A.

250 Royall Street,

Canton, MA 02021

Attention: Client Services

other address as the Company or the Warrant Agent may designate in writing by notice delivered to the other party in accordance with this Section 8.02.

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(a) Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed duly given and received (i) five days after mailing when mailed to the Holder at its address set forth below or as it appears on the Register by first class mail or (ii) on the date sent by email of a .pdf document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; provided that if the Company has been made aware of a different address, the Company shall provide such notice to such address instead. Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Warrant Agent at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders. The notice or communication to the Holders should be addressed to the addresses set forth on Schedule 1 hereto.

(b) Where this Agreement provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Warrant Agent, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

Section 8.03. Entire Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter hereof. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or in the certificates representing the Warrants, with respect to the rights granted by the Company set forth herein and therein. This Agreement supersedes all prior written or oral agreements and understandings among the parties hereto with respect to such subject matter.

Section 8.04. Amendments, Supplements and Waivers. The Company and the Warrant Agent may amend, supplement or modify this Agreement or the Warrants without notice to or the consent of any Holder:

(i) to cure any ambiguity, omission, inconsistency or mistake in this Agreement or the Warrants in a manner that is not inconsistent with the provisions of this Agreement and that does not adversely affect the rights, preferences and privileges of the Warrants or any Holder;

(ii) to evidence and provide for the acceptance of an appointment hereunder by a successor Warrant Agent; or

(iii) to make any other change that does not adversely affect the rights of any Holder.

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(b) Except as otherwise provided in paragraphs (a) or (c) of this Section 8.04, this Agreement and the Warrants may be amended or modified only by means of a written amendment signed by the Company, the Warrant Agent and the Holders of a majority of the outstanding Warrants. Any amendment or modification of or supplement to this Agreement or the Warrants, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Holder from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given. In addition, any term of a specific Warrant may be amended or waived with the written consent of the Company and the Holder of such Warrant.

(c) Notwithstanding the provisions of paragraph (b), without the consent of each Holder affected, an amendment or waiver may not:

(i) increase the Exercise Price;

(ii) reduce the term of the Warrants;

(iii) make a material and adverse change that does not equally affect all Warrants; or

(iv) decrease the number of shares of Common Stock, cash or other securities or property issuable upon exercise of the Warrants

except, in each case, for adjustments expressly provided for in this Agreement.

(d) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver if their consent approves the substance thereof.

(e) Subject to Section 8.04(h), an amendment, supplement or waiver under this Section 8.04(e) will become effective on receipt by the Warrant Agent of written consents from the Holders of the requisite percentage of the outstanding Warrants. After an amendment, supplement or waiver under this Section 8.04(e) becomes effective, the Company will send to the Holders affected thereby a notice describing the amendment, supplement or waiver in reasonable detail. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

(f) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected, pursuant to the terms of this Agreement. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Warrant with respect to which consent was granted.

(g) [Reserved]

29

(h) The Warrant Agent shall be entitled to receive, and will be fully protected in relying on, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Section 8.04 is authorized or permitted by this Agreement. If the Warrant Agent has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Warrant Agent. The Warrant Agent may, but shall not be obligated to, execute any amendment, supplement or waiver that affects the Warrant Agent’s own rights, duties or immunities under this Agreement.

Section 8.05. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Warrant Agent and the registered holders of Warrants any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of Warrants.

Section 8.06. Successors and Assigns. All agreements of the Company in this Agreement and the Warrants will bind its successors and assigns. All agreements of the Warrant Agent in this Agreement will bind its successors and assigns. Subject to the transfer conditions referred to in any legend in effect as set forth herein and Sections 3.08 and 3.09, each Holder may freely assign its Warrants and its rights under this Agreement, in whole or in part, to any Person; provided that no such assignment shall be made to an Industry Competitor.

Section 8.07. Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally:

(a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America;

(b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto;

30

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto;

(e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;

(f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and

(g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER.

Section 8.08. Severability. In case any provision in this Agreement or in the Warrants is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 8.09. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or .pdf attachment to electronic mail shall be effective as delivery of a manually executed counterpart to this Agreement.

Section 8.10. Table of Contents and Headings. The Table of Contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 8.11. No Adverse Interpretation of Other Agreements. This Agreement may not be used to interpret another agreement of the Company, and no such agreement may be used to interpret this Agreement.

Section 8.12. No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

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Section 8.13. Obligations Limited to Parties to This Agreement and Holders. Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Warrant Agent, the Holders, their respective permitted assignees and the Company shall have any obligation hereunder and that, notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for any assignee of any Holder hereunder.

Section 8.14. Bank Accounts. All funds received by Computershare under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of services under this Agreement (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.

Section 8.15. Further Assurances. The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the provisions of this Agreement.

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Section 8.16. Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services agreed upon by the parties hereto shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be required by law or regulation, including pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

Section 8.17. Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

33

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

MCDERMOTT INTERNATIONAL, INC.
By:	/s/ John M. Freeman
	Name: John M. Freeman
	Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

[Signature Page to Warrant Agreement]

COMPUTERSHARE Inc., and COMPUTERSHARE TRUST COMPANY, N.A. collectively, as Warrant Agent
By:	/s/ Collin Ekeogu
	Name: Collin Ekeogu
	Title: Manager, Corporate Actions

[Signature Page to Warrant Agreement]

SCHEDULE 1

PURCHASER ADDRESSES

[●]

S-1

EXHIBIT A

[Face of Series B Warrant]

[Insert appropriate legend]

No.		Warrants
	CUSIP No.
	CUSIP No.

Series B Warrant Certificate

This Series B Warrant Certificate certifies (this “Warrant Certificate”) that _________, or its registered assigns, is the registered holder of Series B Warrants (the “Warrants”), exercisable for shares of common stock, par value $1.00 (the “Common Stock”), of McDermott International, Inc., a corporation organized under the laws of the Republic of Panama (the “Company”). Each Warrant represented hereby entitles the registered holder upon exercise at any time from 9:00 a.m., New York City time, on December 2, 2019 until 5:00 p.m., New York City time, on December 2, 2029 (the “Expiration Time”), to receive from the Company one (as such number may be adjusted as provided in the Warrant Agreement) fully paid and nonassessable share of Common Stock (the “Warrant Share”) at an exercise price (the “Exercise Price”) of $0.01 per Warrant Share, subject to the conditions and terms set forth herein and in the Warrant Agreement referred to on the reverse hereof. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be signed below by its duly authorized officer.

Dated: December 2, 2019

A-1

MCDERMOTT INTERNATIONAL, INC.
By:
	Name:
	Title:

A-2

Countersigned on December 2, 2019:

COMPUTERSHARE Inc., and COMPUTERSHARE TRUST COMPANY, N.A. collectively, as Warrant Agent
By:
	Authorized Signatory

A-3

MCDERMOTT INTERNATIONAL, INC.

[Reverse of Series B Warrant]

1. Warrant Agreement

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued or to be issued pursuant to a Warrant Agreement dated as of December 2, 2019 (the “Warrant Agreement”), among the Company and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. To the extent permitted by applicable law, in the event of an inconsistency or conflict between the terms of this Warrant and the Warrant Agreement, the terms of the Warrant Agreement will prevail.

2. Exercise

Warrants may be exercised at any time from 9:00 a.m., New York City time, on December 2, 2019 and on or before the Expiration Time.

In order to exercise all or any of the Warrants represented by this Warrant Certificate, the holder must deliver to the Company the form of election to exercise on the reverse hereof duly completed, which signature shall be medallion guaranteed by an institution which is a member of a Securities Transfer Association recognized signature guarantee program.

The exercise of Warrants is subject to certain restrictions on exercise (including a minimum number of Warrants being exercised in a partial exercise of Warrants) as described in the Warrant Agreement.

No Warrant may be exercised after the Expiration Time, and, to the extent not exercised by such time, the Warrants evidenced hereby shall become void.

3. Adjustments

The Warrant Agreement provides that, upon the occurrence of certain events, the Exercise Price and, if applicable, the number of shares of Common Stock issuable upon the exercise of each Warrant shall be adjusted.

A-4

4. No Fractional Shares

No fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the Company will pay the cash value thereof determined as provided in the Warrant Agreement.

5. Book-Entry Form; Transfer

The Warrants have been issued in book-entry form.

The Company and the Warrant Agent may deem and treat the registered holder(s) as shown on the Register as the absolute owner(s) of this Warrant, for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. This Warrant does not entitle any holder hereof to any rights of a stockholder of the Company.

6. Governing Law; Jurisdiction and Venue; Waiver of Jury Trial

This Warrant shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company and the Holder of this Warrant each hereby irrevocably and unconditionally:

(i) submits for itself in any legal action or proceeding relating solely to this Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof;

(ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in the Register or at such other address of which the other party shall have been notified pursuant to the provisions of the Warrant Agreement;

A-5

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (i) are not available despite the intentions of the parties hereto;

(v) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;

(vi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Warrant Certificate, to the extent permitted by applicable law; and

(vii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS WARRANT CERTIFICATE.

A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.

A-6

[Form of Exercise Notice]

(To Be Executed Upon Exercise Of Series B Warrant)

The undersigned holder (the “Holder”) hereby elects to exercise the right, represented by this Warrant, to acquire shares of Common Stock to be settled pursuant to the procedures set forth in the Warrant Agreement.

The Holder requests that delivery of such shares be made through the facilities of The Depository Trust Company as follows.

DTC Participant                                                                                                                                                                                                 

Participant Account Number:                                                                                                                                                                            

Contact Person:                                                                                                                                                                                                 

Telephone:                                                                                                                                                                                                         

E-mail address:                                                                                                                                                                                                  

Payment of the Exercise Price shall, at the option of the Company, be either by Net Share Settlement as set forth in Sections 4.01(b) and (c) of the Warrant Agreement or through the procedures (including payment) for Full Share Settlement as set forth in Sections 4.01(b) and 4.01(d) of the Warrant Agreement.

[This exercise is made in connection with [insert relevant public offering or sale of the Company] and is conditioned upon consummation of such transaction. The exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.]

If said number of shares is less than all of the shares of Common Stock issuable hereunder, the Holder requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of     , whose address is     , and that such Warrant Certificate be delivered to     , whose address is     .

The undersigned represents and warrants that (x) it is a qualified institutional buyer (as defined in Rule 144A) and is receiving the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is issuing the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act; or (z) it is receiving the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to receiving Warrant Shares pursuant to clause (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit C to the Warrant Agreement. Prior to receiving Warrant Shares pursuant to clause (y) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and/or an opinion of counsel. Prior to receiving Warrant Shares pursuant to clause (z) above, the Company and the Warrant Agent may request appropriate certificates and/or an opinion of counsel.

A-7

Date:
	Signature
	Signature Guaranteed

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-8

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”)

(Please type or print block letters)

(Please print or typewrite name and address including zip code of assignee)

the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Warrant occurring prior to the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising; and (iii) further as follows:

Check One

☐ (1) This Warrant is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit C to the Warrant Agreement is being furnished herewith.

or

☐ (2) This Warrant is being transferred other than in accordance with (1) above and documents are being furnished which comply with the conditions of transfer set forth in this Warrant and the Warrant Agreement.

If none of the foregoing boxes is checked, the Warrant Agent is not obligated to register this Warrant in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Warrant Agreement have been satisfied.

Date:

Seller

By:

A-9

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

[Signature Guaranteed]

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

EXHIBIT B

RESTRICTED LEGEND

THIS WARRANT AND THE UNDERLYING COMMON STOCK THAT MAY BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THIS WARRANT EVIDENCES AND ENTITLES THE REGISTERED HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE WARRANT AGREEMENT AMONG MCDERMOTT INTERNATIONAL, INC. AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. (OR ANY SUCCESSOR WARRANT AGENT) DATED AS OF December 2, 2019, AS IT MAY FROM TIME TO TIME BE SUPPLEMENTED OR AMENDED, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH WARRANT AND THE UNDERLYING COMMON STOCK THAT MAY BE ISSUED UPON ITS EXERCISE, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE WARRANT AGENT’S (INCLUDING ANY SUCCESSOR WARRANT

B-1

AGENT) RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE WARRANT AGENT, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE WARRANT AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

B-2

EXHIBIT C

Rule 144A Certificate

                    ,         

[     ]

[     ]

Attention: [     ]

Re: Warrants to acquire Common Stock of McDermott International, Inc. (the “Warrants”) Issued under the Warrant Agreement (the “Agreement”) dated as of December 2, 2019 relating to the Warrants

Ladies and Gentlemen:

This Certificate relates to our proposed purchase of Warrants issued under the Agreement.

We and, if applicable, each account for which we are acting, in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of _______, 20___, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Warrants to us is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

C-1

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[NAME OF PURCHASER]
By:
	Name:
	Title:
	Address:
	Date:

C-2

EXHIBIT D

Accredited Investor Certificate

                    ,         

[     ]

[     ]

Attention: [     ]

Re: Warrants to acquire Common Stock of McDermott International, Inc. (the “Warrants”) Issued under the Warrant Agreement (the “Agreement”) dated as of December 2, 2019 relating to the Warrants

Ladies and Gentlemen:

This Certificate relates to our proposed purchase of Warrants issued under the Agreement.

We hereby confirm that:

1. We are an “accredited investor” (an “Accredited Investor”) within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”).

2. Any acquisition of Warrants by us will be for our own account or for the account of one or more other Accredited Investors as to which we exercise sole investment discretion.

3. We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Warrants and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Warrants.

4. We are not acquiring the Warrants with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.

5. We acknowledge that the Warrants have not been registered under the Securities Act and that the Warrants may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

D-1

We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Warrants may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company or any subsidiary thereof, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) to a person it reasonably believes is a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) to an Accredited Investor that, prior to such transfer, delivers to the Warrant Agent a duly completed and signed certificate (the form of which may be obtained from the Warrant Agent) relating to the restrictions on transfer of the Warrants, or (e) pursuant to any other available exemption from the registration requirements of the Securities Act.

Prior to the registration of any transfer in accordance with clause (c) of the immediately preceding paragraph, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Warrant Agent) must be delivered to the Warrant Agent. Prior to the registration of any transfer in accordance with clause (d) or (e) of the immediately preceding paragraph, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made by or on behalf of the Company or the Warrant Agent as to the availability of any exemption from the registration requirements of the Securities Act.

We understand that the Warrant Agent will not be required to accept for registration of transfer any Warrants acquired by us, except upon presentation of evidence satisfactory to the Company and the Warrant Agent that the foregoing restrictions on transfer have been complied with. We further understand that the Warrants acquired by us will bear a legend reflecting the substance of the immediately preceding paragraph. We further agree to provide to any person acquiring any of the Warrants from us a notice advising such person that resales of the Warrants are restricted as stated herein and that the Warrants will bear a legend to that effect.

We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

D-2

Very truly yours,
[NAME OF PURCHASER]
By:
	Name:
	Title:
	Date:

Upon transfer, the Warrants would be registered in the name of the new beneficial owner as follows:

Taxpayer ID number:

D-3

EX-10.2

Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

MCDERMOTT INTERNATIONAL, INC.

AND THE PURCHASERS PARTY HERETO

TABLE OF CONTENTS

		PAGE
	ARTICLE I
DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Registrable Securities		6
Section 1.03.	Rules of Construction		6
	ARTICLE II
REGISTRATION RIGHTS			7
Section 2.01.	Shelf Registration		7
Section 2.02.	Delay Rights		8
Section 2.03.	[Reserved]		9
Section 2.04.	Sale Procedures		9
Section 2.05.	Cooperation by Holders		12
Section 2.06.	Expenses		12
Section 2.07.	Indemnification		12
Section 2.08.	Rule 144 Reporting		14
Section 2.09.	Transfer or Assignment of Registration Rights		15
Section 2.10.	Liquidated Damages Payments Under Certain Circumstances		15
	ARTICLE III
MISCELLANEOUS			16
Section 3.01.	Termination and Effect of Termination		16
Section 3.02.	Notices and Communications		16
Section 3.03.	Entire Agreement		17
Section 3.04.	Amendments and Waivers		17
Section 3.05.	Binding Effect; Benefits of This Agreement		18
Section 3.06.	Successor Entity		18
Section 3.07.	Assignment of Holders’ Rights		18
Section 3.08.	Recapitalization, Exchanges, Etc.		18
Section 3.09.	Specific Performance		18
Section 3.10.	Governing Law; Jurisdiction and Venue; Waiver of Jury Trial		19
Section 3.11.	Severability		19
Section 3.12.	Counterparts		19
Section 3.13.	Table of Contents and Headings		20
Section 3.14.	No Adverse Interpretation of Other Agreements		20
Section 3.15.	No Presumption		20
Section 3.16.	Obligations Limited to Parties to This Agreement		20

i

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2019, by and among McDermott International, Inc., a company organized under the laws of the Republic of Panama (the “Company”), and the purchasers specified on the signature pages hereof, including each Person that executes a Joinder Agreement (as defined below) to this Agreement in the form attached hereto as Exhibit C (the “Purchasers”).

WHEREAS, this Agreement is entered into in connection with the agreements to issue Common Shares, Preferred Stock and Warrants (each as defined below) to certain Purchasers pursuant to the Superpriority Senior Secured Credit Agreement, dated October 21, 2019 (the “Credit Agreement”), by and among McDermott Technology (Americas), Inc., a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation and McDermott Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, the Company, the lenders party thereto (the “Lenders”), the issuers party thereto (the “Issuers”), Crédit Agricole Corporate and Investment Bank, as administrative agent for the Revolving Facility (as defined in the Credit Agreement) (in such capacity, and together with its successors pursuant to the Credit Agreement, the “Revolving Administrative Agent”) and Barclays Bank PLC as administrative agent for the Term Facility (as defined in the Credit Agreement) (in such capacity, and together with its successors pursuant to the Credit Agreement, the “Term Loan Administrative Agent” and together with the Revolving Administrative Agent, the “Administrative Agents”) and (ii) certain Purchasers pursuant to those certain agreements to cooperate in amending the Credit Agreement, dated as of May 10, 2018, by and among the Company, a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (the “Consent Agreements” and, together with the Credit Agreement, the “Financing Agreements”);

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Financing Agreements; and

WHEREAS, it is a condition to the obligations of the Lenders, the Company, the Issuers and the Administrative Agents under the Credit Agreement and the consenting lenders under the Consent Agreements that this Agreement be executed and delivered.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement. The terms set forth below are used herein as so defined:

“Administrative Agents” has the meaning specified therefor in the recitals to this Agreement.

1

“Affiliate” has the meaning assigned to such term, as of the date hereof, in Rule 405 under the Securities Act.

“Agreement” has the meaning specified therefor in the introductory paragraph to this Agreement.

“Board” means the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close.

“Certificate of Designation” means the Certificate of Designation of Series A Preferred Stock of the Company, dated as of [•], 2019.

“Common Share Price” means the volume weighted average closing price of Common Shares (as reported by the NYSE or, if the NYSE is not the primary securities exchange or market for the Common Shares, such primary securities exchange or market) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board).

“Common Shares” means the shares of common stock, par value $1.00 per share, of the Company.

“Company” has the meaning specified therefor in the introductory paragraph to this Agreement.

“Credit Agreement” has the meaning specified therefor in the recitals to this Agreement.

“Delay Notice” has the meaning specified therefor in Section 2.02.

“Effective Date” means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement or, with respect to any prospectus supplement to an already effective Shelf Registration Statement, the date such prospectus supplement is filed.

“Effectiveness Deadline” shall mean (i) in the event that the Registration Statement is not subject to review by the SEC, as promptly as practicable after the filing of the Registration Statement but not later than five (5) Business Days following the date on which the SEC notifies the Company that the Registration Statement is not subject to review and (ii) in the event that the Registration Statement is subject to review by the SEC, the earlier of (x) 90 days after the filing date and (y) 5 Business Days following the date on which the Staff notifies the Company that it has no further comments on the Registration Statement.

“Effectiveness Period” means, with respect to a Shelf Registration Statement, the period beginning on the Effective Date for the Shelf Registration Statement and ending at the time all Registrable Securities the sale or distribution of which is covered by such Shelf Registration Statement shall have ceased to be Registrable Securities.

2

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Financing Agreements” has the meaning specified therefor in the recitals to this Agreement.

“Financing Amendments” has the meaning specified therefor in Section 2.04.

“Governmental Authority” means any federal, state, local or foreign government, or other governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the record holder of any Registrable Securities.

“Interruption Period” has the meaning specified therefor in Section 2.04.

“Law” means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority.

“Lenders” has the meaning specified therefor in the recitals to this Agreement.

“Liquidated Damages Payments” has the meaning specified therefor in Section 2.10(a).

“Losses” has the meaning specified therefor in Section 2.07(a).

“NYSE” means the New York Stock Exchange.

“Permitted Transferee” shall mean, in the event of a transfer or assignment of Registrable Securities by a Purchaser to such Permitted Transferee, (i) an affiliate, nominee, subsidiary, parent, partner, limited partner, retired partner, member, retired member, shareholder or related party of such Purchaser; (ii) such Purchaser’s trust for the benefit of such Purchaser, where such Purchaser is an individual; or (iii) after such assignment or transfer, the Permitted Transferee holds all of such assignor or transferor’s shares and rights to shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations).

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Preferred Shares” means the shares of Series A Preferred Stock of the Company issued pursuant to the Certificate of Designation.

3

“Purchasers” has the meaning specified therefor in the introductory paragraph to this Agreement.

“Registrable Securities” means, subject to Section 1.02, (i) the Common Shares, (ii) the Preferred Shares and (iii) the Common Shares issued or issuable upon the exercise of the Warrants.

“Registrable Securities Amount” means the calculation based on the product of the Common Share Price times the number of applicable Registrable Securities.

“Registration Default” has the meaning specified therefor in Section 2.10(a).

“Registration Expenses” means the expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Shelf Registration Statement pursuant to Section 2.01, including all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel and independent public accountants for the Company.

“Resale Shelf Registration Statement” has the meaning specified therefor in Section 2.01(a).

“Revolving Administrative Agent” has the meaning specified therefor in the recitals to this Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Selling Expenses” means, with respect to any Selling Holder, all underwriting discounts and selling commissions or similar fees or arrangements and related expenses incurred by such Holder in the sale of Registrable Securities by it, transfer taxes and fees and disbursements of counsel to the Selling Holder, except for the reasonable fees and disbursements of counsel for the Selling Holders required to be paid by the Company pursuant to Section 2.07, if applicable.

“Selling Holder” means a Holder who is selling Registrable Securities under a registration statement pursuant to the terms of this Agreement.

“Selling Holder Indemnified Persons” has the meaning specified therefor in Section 2.07(a).

“Shelf Registration Statement” means a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect), including the Resale Shelf Registration Statement, a Subsequent Shelf Registration Statement or a prospectus supplement to an already effective Shelf Registration Statement, as applicable.

4

“Subsequent Shelf Registration Statement” has the meaning specified therefor in Section 2.01(b).

“Term Loan Administrative Agent” has the meaning specified therefor in the recitals to this Agreement.

“Tranche B Funding Date” means the date on which the obligation of certain Lenders to make the Tranche B Term Loans (as defined in the Credit Agreement) become effective.

“Warrants” means the Series B warrants of the Company and all warrants issued upon division or combination of, or in substitution for such warrants, issued pursuant to the Warrant Agreement, to be dated as of the Tranche B Funding Date, among the Company, Computershare Inc. and Computershare Trust Company, N.A. (the “Warrant Agreement”).

5

Section 1.02. Registrable Securities. Any Registrable Security shall cease to be a Registrable Security at the earliest of the following: (a) when a registration statement covering the sale or distribution of such Registrable Security becomes or has been declared effective by the SEC and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) when such Registrable Security has been sold or disposed of (excluding transfers or assignments by a Holder to an Affiliate) pursuant to Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) under circumstances in which all of the applicable conditions of Rule 144 (as then in effect) are met; (c) when such Registrable Security is held by the Company or one of its subsidiaries or ceases to be outstanding (whether as a result of repurchase or cancellation); or (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.09.

Section 1.03. Rules of Construction. Unless the context otherwise requires, as used in this Agreement:

(a) a defined term has the meaning assigned to it for all purposes of this Agreement, regardless of where it is defined herein;

(b) “or” is not exclusive but shall be used in the inclusive sense of “and/or”;

(c) defined terms and other words used in the singular shall be deemed to include the plural, and vice versa;

(d) The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement;

(e) when the words “include,” “includes” or “including” are used herein, they shall be deemed to be followed by the phrase “without limitation”;

(f) unless expressly qualified otherwise (e.g., by “Business” or “trading”), all references to “days” are deemed to be references to calendar days;

(g) all references to Sections or Articles refer to Sections or Articles of this Agreement unless otherwise indicated; and

(h) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended, supplemented or modified from time to time (or to successor statutes and regulations).

6

ARTICLE II

REGISTRATION RIGHTS

Section 2.01. Shelf Registration.

(a) Resale Shelf Registration Statements. Within 15 days of each issuance of Registrable Securities pursuant to either of the Financing Agreements, the Company shall use its commercially reasonable efforts to prepare and file with the SEC a registration statement (including a prospectus supplement to an already effective registration statement) covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 or Rule 424(b)(7), as applicable, of the Securities Act, to permit the public resale of such Registrable Securities on the terms and conditions specified in this Section 2.01 (the “Resale Shelf Registration Statement”) or, if Registrable Securities are issued pursuant to either of the Agreements after the filing of the Resale Shelf Registration Statement, to use its commercially reasonable efforts to amend the Shelf Registration Statement, or file a new Shelf Registration Statement, within 10 days to include such additional Registrable Securities. If any additional Common Shares become Registrable Securities, the Company shall use its commercially reasonable efforts to amend the Shelf Registration Statement (including a prospectus supplement to an already effective registration statement), or file a new Shelf Registration Statement, within 10 days to include such additional Common Shares. Each Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Resale Shelf Registration Statement and while such Resale Shelf Registration continues to be effective under the Securities Act. The Company shall use its commercially reasonable efforts to cause any Resale Shelf Registration Statement filed pursuant to this Section 2.01 to be declared effective as soon as practicable after the filing thereof (it being agreed that each Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company), but in any event by the Effectiveness Deadline.

(b) Subsequent Shelf Registration Statement. If a Shelf Registration Statement filed pursuant to this Agreement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts as promptly as is reasonably practicable to cause such Shelf Registration Statement to again become effective under the Securities Act, and shall use its commercially reasonable efforts as promptly as is reasonably practicable to amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order of the SEC suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing and not registered pursuant to another Shelf Registration Statement. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is

7

available to the Company) and (b) keep such Subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell Registrable Securities held by it pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Subsequent Shelf Registration Statement.

(c) Effectiveness Period. A Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Selling Holders; provided that no Shelf Registration Statement shall provide for the distribution of Registrable Securities through underwritten offerings. During the Effectiveness Period, the Company shall, subject to the applicable provisions of the Securities Act, use its commercially reasonable efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until all Registrable Securities have ceased to be Registrable Securities. The Company shall prepare and file all necessary information with the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) to list the Registrable Securities (other than the Preferred Shares) covered by a Shelf Registration Statement and shall use its commercially reasonable efforts to have such Registrable Securities approved for listing on the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) by the date of any sale or distribution of such Registrable Securities, subject only to official notice of issuance. As soon as practicable following the Effective Date of a Shelf Registration Statement, but in any event within three Business Days of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement.

Section 2.02. Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice (a “Delay Notice”) to (i) all Holders, delay the filing of a Shelf Registration Statement required under Section 2.01, or (ii) all Selling Holders whose Registrable Securities are included in a Shelf Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holders’ use of any prospectus that is a part of such Shelf Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition, financing, securities offering or other similar transaction and the Board determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement (in each case, including any document incorporated by reference therein) or (B) such transaction or the pursuit thereof renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement

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the Shelf Registration Statement on a post-effective basis, as applicable, (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Board, would materially adversely affect the Company or (z) would, in the absence of such delay or suspension, either be required to prematurely disclose material information that the Company has a bona fide business purpose for preserving as confidential or would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act; provided, however, in no event shall (A) such filing of such Shelf Registration Statement be delayed under this Section 2.02 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under this Section 2.02 from selling Registrable Securities pursuant to such Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period. The Holders agree to keep the existence and contents of any Delay Notice confidential and not to use such information for any other purpose. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Shelf Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company may amend any Shelf Registration Statement as necessary (the “Financing Amendments”) to include Registrable Securities under this Agreement or any other Registration Rights Agreement with Lenders, and any lapse in effectiveness of such Financing Amendment shall be deemed not to constitute a suspension of Selling Shareholders’ use of a prospectus under Section 2.02(ii).

Section 2.03. [Reserved]

Section 2.04. Sale Procedures. In connection with its obligations under this Article II, the Company shall, as expeditiously as possible:

(a) prepare and promptly file with the SEC a Shelf Registration Statement with respect to any Registrable Securities and use commercially reasonable efforts to cause such Shelf Registration Statement to become and remain effective for the Effectiveness Period, in accordance with and subject to the applicable provisions of this Agreement and the Securities Act;

(b) furnish to the Holders’ legal counsel copies of each Shelf Registration Statement and the prospectus included therein (including each preliminary prospectus) proposed to be filed and provide such legal counsel a reasonable opportunity to review and comment on any such Shelf Registration Statement;

(c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Shelf Registration Statement and the prospectus used in connection herewith as may be necessary to keep any such Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by any such Shelf Registration Statement in accordance with the Selling Holders’ intended method of distribution set forth in such Shelf Registration Statement;

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(d) to the extent not publicly available, furnish or otherwise make available to the Selling Holder’s legal counsel (i) as far in advance as reasonably practicable before filing a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC other than annual or quarterly reports on Forms 10-K or 10-Q, respectively, current reports on Form 8-K or proxy statements), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing a Shelf Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Shelf Registration Statement or other registration statement;

(e) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Shelf Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders shall reasonably request; provided, however, that the Company shall not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;

(f) upon request and subject to appropriate confidentiality obligations, furnish to the Selling Holder’s legal counsel copies of any and all transmittal letters or other material correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(g) promptly notify the Selling Holder’s legal counsel, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; (ii) the receipt of any written comments from the SEC with respect to any filing referred to in clause (i); and (iii) any written request by the SEC for amendments or supplements to such Shelf Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto or for additional information;

(h) promptly notify the Selling Holder’s legal counsel, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Shelf Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact

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required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which such statements are made); (ii) the issuance or express threat of issuance by the SEC of any stop order suspending the effectiveness of such Shelf Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they are made and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement, covering a period of 12 months beginning within three months after the Effective Date of such Shelf Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(j) use its commercially reasonable efforts to cause all such Registrable Securities (other than Preferred Shares) registered pursuant to this Agreement to be listed on the primary securities exchange or nationally recognized quotation system on which such Registrable Securities are then listed or quoted with the same CUSIP;

(k) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; and

(l) provide the same transfer agent and registrar used in connection with similar securities issued by the Company for all Registrable Securities covered by such registration statement not later than the Effective Date of such registration statement.

The Company shall not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any Shelf Registration Statement without such Holder’s consent.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in Section 2.04(g)(iii) or Section 2.04(h) shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(g)(iii) or Section 2.04(h) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus (such period during which disposition is discontinued being an “Interruption Period”), and, if so directed by

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the Company, such Selling Holder shall deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. As soon as practicable after the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Selling Holders thereof. In the event the Company invokes an Interruption Period hereunder and, in the discretion of the Company, the need for the Company to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide written notice to the Selling Holders that such Interruption Period is no longer applicable.

Section 2.05. Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in a registration statement who (a) has not returned a fully completed Selling Stockholder Questionnaire in the form attached hereto as Exhibit A or (b) has failed to timely furnish after receipt of a written request from the Company such information that the Company determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the applicable provisions of the Securities Act.

Section 2.06. Expenses. The Company shall pay all reasonable Registration Expenses, as determined in good faith by the Board. Each Selling Holder shall pay its Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.07, the Company shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

Section 2.07. Indemnification.

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Selling Holder thereunder, and its directors, officers, managers, employees, agents and Affiliates and each Person, if any, who controls such Selling Holder or its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) any registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto or (b) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and the Company shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or

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proceedings; provided, however, that the Company shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in any such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in any registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party under this Section 2.07 except to the extent that the indemnifying party is materially prejudiced in its ability to defend such action by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.07 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select one separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party (which shall

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not be unreasonably withheld, delayed or conditioned), unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party. In addition, no indemnifying party shall be liable for the settlement of any action effected without its prior written consent (which shall not be unreasonably withheld, delayed or conditioned).

(d) Contribution. If the indemnification provided for in this Section 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.07 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to applicable Law, contract or otherwise.

Section 2.08. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect), at all times from and after the date hereof;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available electronically at no additional charge via the SEC’s EDGAR system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration.

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Section 2.09. Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities granted to the Purchasers by the Company under this Article II may be transferred or assigned by the Purchasers to one or more transferees or assignees of Registrable Securities without the consent of the Company; provided, however, that, (a) the transfer or assignment relates to a transfer or assignment of Warrants made in accordance with the applicable provisions of the Warrant Agreement, (b) the transfer or assignment relates to a transfer or assignment of Preferred Shares made in accordance with the applicable provisions of the Certificate of Designation, (c) any such transfer or assignment is for a number of Registrable Securities representing an aggregate Registrable Securities Amount of at least $5 million or any such transfer or assignment is to a Permitted Transferee, (d) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each of the transferee or assignee, (e) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of the Purchasers under this Agreement and (f) the transferor or assignor is not relieved of any obligations or liabilities hereunder arising out of events occurring prior to such transfer.

Section 2.10. Liquidated Damages Payments Under Certain Circumstances.

(a) Payments (“Liquidated Damages Payments”) with respect to the Registrable Securities required to be covered by the Resale Shelf Registration Statement shall be assessed if (i) such Registrable Securities are not covered by an effective Resale Shelf Registration Statement by the Effectiveness Deadline or at any time during the Effectiveness Period or (ii) the Company has not filed a Resale Shelf Registration Statement by the deadline for filing set forth in Section 2.01(a), after giving effect to any Delay Notice(a “Registration Default”). Liquidated Damages Payments shall accrue on such Registrable Securities (based on the Common Share Price as of such Business Day) for each such day from and including the date on which any such Registration Default occurs to but excluding the date on which all such Registration Defaults have been cured, at a rate of 6% per annum. Liquidated Damages Payments shall be paid in accordance with Section 2.10(c) below. Other than the obligation of payment of any Liquidated Damages Payments in accordance with the terms hereof, the Company will have no other liabilities for monetary damages with respect to its registration obligations. With respect to each Holder, the Company’s obligations to pay Liquidated Damages Payments remain in effect only so long as the securities held by the Holder are Registrable Securities.

(b) In the event the Company provides a Delay Notice pursuant to Section 2.02, a Registration Default shall be deemed not to have occurred and be continuing, and no Liquidated Damages Payments shall accrue as a result thereof, in relation to the Resale Shelf Registration Statement or the related prospectus, until the end of the 90-day period described in Section 2.02.

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(c) Any amounts of Liquidated Damages Payments due pursuant to this Section 2.10 will be payable in cash to the applicable Holders on every thirtieth day (pro rated for shorter periods) after the day of a Registration Default thereafter until the earlier of (x) the date on which such Registration Default is cured and (y) the date on which the Registrable Securities cease to be Registrable Securities under this Agreement; provided, however, to the extent the Company is unable to pay Liquidated Damages Payments in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Company will pay such Liquidated Damages Payments using as much cash as the Company is permitted without causing a breach of or default under such credit facility or other debt instrument. The amount of Liquidated Damages Payments will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Liquidated Damages Payments accrued during such period.

ARTICLE III

MISCELLANEOUS

Section 3.01. Termination and Effect of Termination. This Agreement shall terminate with respect to each Holder on the date as of which such Holder no longer holds any Registrable Securities (including, for the avoidance of doubt, the Common Shares issuable upon exercise of Warrants which would be Registrable Securities) and will terminate in full on the date as of which no Holder holds any Registrable Securities, except for the provisions of Section 2.06, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for Registration Expenses or Selling Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification or contribution rights pursuant to Section 2.07 shall retain such rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

Section 3.02. Notices and Communications. Any notice or communication by the Company, on the one hand, or any of the Holders, on the other hand, to the other shall be in writing and shall be deemed to have been duly given and received (i) when delivered in person, (ii) when actually received when mailed by first class mail, postage prepaid, (iii) when actually received by overnight delivery by a nationally recognized courier service, or (iv) upon receipt when sent via electronic mail (“email”). In each case the notice or communication shall be addressed as follows:

(a) if to a Purchaser, to its email address set forth on Exhibit B attached hereto or appearing on the signature page of the Joinder Agreement delivered by such Purchaser in accordance with Section 3.17 of this Agreement, with copies to such Purchaser’s representatives as set forth on Exhibit B or such Joinder Agreement, as applicable, or to such other physical or email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email containing the

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time, date, recipient email address of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively, with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Nicholas A. Kronfeld

Email: nicholas.kronfeld@davispolk.com

(b) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to Section 2.09 above; and

(c) if to the Company:

McDermott International, Inc.

757 N. Eldridge Parkway

Houston, TX 77079

Attention: John Freeman

Email: jfreeman@mcdermott.com

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

Attention: Brooks W. Antweil

Email: brooks.antweil@kirkland.com

or to such other address as any such party may designate in writing by notice delivered to the other parties hereto in accordance with this Section 3.02.

Section 3.03. Entire Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter hereof. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein, with respect to the rights granted by the Company set forth herein. This Agreement supersedes all prior written or oral agreements and understandings among the parties hereto with respect to such subject matter.

Section 3.04. Amendments and Waivers. This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of greater than 50% of the Registrable Securities then outstanding that are Common Shares issued, Common Shares issuable upon the exercise of the Warrants and Preferred Shares; provided that any amendment of any of the provisions of this Agreement which disproportionately materially adversely affects any Holder shall not be effective without the written approval of such Holder. Any Holder may (with respect to itself), at any time: (i) extend the time for the performance of any of the obligations of the Company; or (ii) waive compliance by the Company with any of its agreements or covenants contained herein. The Company may, at any time: (i) extend the time for the performance of any of the obligations or other acts of any Holder; and (ii) waive compliance by any Holder with any of its agreements or covenants contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party

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to be bound thereby. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are to be offered or distributed pursuant to a Registration Statement, and that does not affect the rights of other Holders, may be given by Holders of greater than 50% of the Registrable Securities to be offered or distributed by such Holders pursuant to such Registration Statement.

Section 3.05. Binding Effect; Benefits of This Agreement. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and assigns, including subsequent Holders of Registrable Securities (but only to the extent expressly permitted herein); and, except as expressly provided in Section 2.07, nothing in this Agreement, express or implied, is intended to confer upon any other Person any legal or equitable right, remedy or claim of any nature whatsoever under or by reason of this Agreement.

Section 3.06. Successor Entity. The Company shall not change its form of organization (i.e., to a partnership or other form of entity), or merge or consolidate into any other Person, unless such changed or successor entity agrees to be bound by this Agreement.

Section 3.07. Assignment of Holders’ Rights. All or any portion of the rights and obligations of the Purchasers under this Agreement may be transferred or assigned by each such Purchaser only in accordance with Section 2.09.

Section 3.08. Recapitalization, Exchanges, Etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for any combinations, share splits, recapitalizations, pro rata distributions of shares and the like occurring after the date of this Agreement.

Section 3.09. Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such party, in addition to and without limiting any other remedy or right it may have, shall have the right to seek an injunction or other equitable relief in a court of competent jurisdiction in accordance with Section 3.09, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto, to the extent permitted by applicable Law, hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right shall not preclude any such party from pursuing any other rights and remedies at law or in equity that such party may have.

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Section 3.10. Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable Laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company and each Holder of a Registrable Security each hereby irrevocably and unconditionally:

(a) submits for itself in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof;

(b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth herein or in the applicable register for the Registrable Securities or at such other address of which the other party shall have been notified pursuant hereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable Law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto;

(e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable Law;

(f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement, to the extent permitted by applicable Law; and

(g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT.

Section 3.11. Severability. Any provision of this Agreement that is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.12. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or .pdf attachment to electronic mail shall be effective as delivery of a manually executed counterpart to this Agreement.

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Section 3.13. Table of Contents and Headings. The Table of Contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 3.14. No Adverse Interpretation of Other Agreements. This Agreement may not be used to interpret another agreement of the Company, and no such agreement may be used to interpret this Agreement.

Section 3.15. No Presumption. If any claim is made by a party hereto relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.16. Obligations Limited to Parties to This Agreement. Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Holders, their respective permitted assignees and the Company shall have any obligation hereunder and that, notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for any assignee of any Holder hereunder.

Section 3.17. Joinder. Any Person party to the Financing Agreements may, in connection with their receipt of Common Shares, Preferred Shares or Warrants pursuant to the Credit Agreement or the Consent Agreements after the date of this Agreement, execute a joinder agreement, in substantially the form attached hereto as Exhibit C (each, a “Joinder Agreement”), to be entered into between the Company and such Person at the time of receipt of the applicable Common Shares, Preferred Shares or Warrants pursuant to the Credit Agreement or the Consent Agreements. Such Person executing a Joinder Agreement shall be deemed to be a party to this Agreement, and unless otherwise noted in the applicable Joinder Agreement, each such Person shall be deemed to be and have all the rights and obligations of a Purchaser and a Holder under this Agreement.

(Signature pages follow)

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

MCDERMOTT INTERNATIONAL, INC.
By:
	Name:
	Title:

PURCHASERS:

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

Exhibit A

SELLING STOCKHOLDER QUESTIONNAIRE

McDermott International, Inc. (the “Company”) intends to file with the Securities and Exchange Commission (the “Commission”) a prospectus supplement (the “Prospectus Supplement”) to the registration statement on Form S-3 filed with the Commission on September 28, 2018 (File No. 333-227609) (as supplemented by the Prospectus Supplement, the “Registration Statement”) for the registration and resale pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) of (i) the Company’s common stock, par value $1.00 per share (the “Common Stock”), (ii) the Common Stock which are issuable upon exercise of warrants issued pursuant to that certain Warrant Agreement, dated as of [•], 2019 with Computershare Inc. and Computershare Trust Company, N.A. (the “Warrant Agreement”) and (iii) the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”) issued pursuant to that certain Certificate of Designation, dated as of [•], 2019. (Such shares of Common Stock, the Common Stock issued pursuant to the Warrant Agreement and the Preferred Stock, the “Registrable Securities”).

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required to be named as a selling stockholder in the related prospectus (the “Prospectus”), deliver the Prospectus to purchasers of the Registrable Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the provisions of the Registration Rights Agreement, dated as of [•], 2019, by and between the Company and the parties named therein (the “Registration Rights Agreement”).

We request that you please complete this Selling Stockholder Questionnaire and execute and deliver it to Kirkland & Ellis at Sprint_Equity@kirkland.com no later than November 29, 2019.

Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the Prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by such Selling Stockholder pursuant to the Registration Statement or Prospectus.

Pursuant to the Registration Rights Agreement, the Selling Stockholder has agreed to indemnify and hold harmless the Company, its directors and officers, agents, employees and each person, if any, who controls the Company (within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the directors, officers, agents or employees of such controlling persons against certain losses arising in connection with statements concerning the Selling Stockholder made in the Registration Statement or the Prospectus in reliance upon the information furnished in writing to the Company for use therein, including the information provided in this Selling Stockholder Questionnaire.

The Selling Stockholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

Name and Contact Information:

Full legal name of record holder:

Address of record holder:

Identity of beneficial owner

(if different than record holder):

Name of contact person:

Telephone number of contact person:

Fax number, if any, of contact person:

E-mail address of contact person:

Beneficial Ownership of Registrable Securities and Other Securities of the Company Owned by the Selling Stockholder:

Except as set forth below in this Item (2), the undersigned is not the beneficial or registered owner of any securities of the Company and does not anticipate acquiring any securities of the Company other than the Registrable Securities.

Number of shares of Registrable Securities to be registered pursuant to this Selling Stockholder Questionnaire:

Type and amount of other securities of the Company beneficially owned by the Selling Stockholder:

Relationship with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

A “beneficial owner” of a security includes:

1. Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

1. voting power which includes the power to vote, or to direct the voting of, such security; and/or,

2. investment power which includes the power to dispose, or to direct the disposition of, such security;

2. Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement, or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of section 13(d) or (g) of the Exchange Act; and

3. Any person who has the right to acquire “beneficial ownership” (defined by reference to paragraph (1) above) of such security after the passage of time, including but not limited to any right to acquire: (a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or (d) pursuant to the automatic termination of a trust, discretionary account or similar arrangement; provided, however, any person who acquires a security or power specified in clauses (a), (b) or (c) above, with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise or conversion of such security or power.

Plan of Distribution:

Except as set forth below, the undersigned intends to distribute the Registrable Securities pursuant to the Registration Statement only as follows (if at all). Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through broker dealers or agents. If the Registrable Securities are sold through broker dealers, the Selling Stockholders will be responsible for discounts or commissions or agent’s commissions. The Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices determined at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions):

on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale;

in the over the counter market; or

in privately negotiated transactions.

State any exceptions here:

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities, other than any underwritten offering effected in accordance with the terms of the Registration Rights Agreement.

Selling Stockholder Affiliations:

1)	Is the Selling Stockholder a registered broker-dealer?
2)	If yes to Item 5(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company?
3)	Is the Selling Stockholder an affiliate of a registered broker-dealer(s)? (For purposes of this response, an “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.)
4)	If yes to Item 5(c), does the Selling Stockholder certify that the Registrable Securities were purchased in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Note: If no to Item 5(b) or 5(d), the Commission’s staff has indicated that the Selling Stockholder may be required to be identified as an underwriter in the Registration Statement.

Voting or Investment Control over the Registrable Securities:

If the Selling Stockholder is not a natural person or is a natural person who has delegated voting or dispositive powers by contract or otherwise in respect of Registrable Securities, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above and describe the relationship by which they exercise such powers. If voting and dispositive powers are divided among such listed persons, please so indicate.

Beneficial Ownership Footnote:

Has the Selling Stockholder proposed a footnote for inclusion in the Registration Statement regarding beneficial ownership? If so, please provide below:

The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

In accordance with the undersigned’s obligation to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing at the address set forth below.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation and filing of the Registration Statement and the Prospectus and any amendments or supplements thereto.

The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Selling Stockholder Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: _________________, 2019	Signature of Beneficial Owner:
	By:
	Name:
	Title:

Exhibit B

SCHEDULE OF PURCHASERS

Name of Investor Physical and Email
Address of Investor Investor’s Representatives Physical and Email
Address of
Investor’s
Representatives

Exhibit C

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Registration Rights Agreement dated as of [•], 2019 (as amended, modified and waived from time to time, the “Registration Rights Agreement”), among McDermott International, Inc., a company organized under the laws of the Republic of Panama (the “Company”), and the other parties thereto (including pursuant to other Joinder Agreements). Capitalized terms used herein have the meaning set forth in the Registration Rights Agreement.

By executing and delivering this Joinder Agreement to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of, the Registration Rights Agreement as a Purchaser and a Holder in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned will be deemed for all purposes to be a Purchaser and a Holder thereunder and the undersigned’s ______ [Common Shares]/[Preferred Shares]/[Common Shares underlying the Warrants] will be deemed for all purposes to be Registrable Securities under the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of ____________, 20___.

By:
	Name:
	Title:
	Physical and Email Address:
	Investor’s Representative:
	Physical and Email Address of Investor’s Representative:

Agreed and Accepted as of :

____________, 20___.

MCDERMOTT INTERNATIONAL, INC.
By:
	Name:
	Title:

EX-10.3

Exhibit 10.3

Execution Version

AMENDED AND RESTATED FORBEARANCE AGREEMENT

This AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of December [6], 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), McDermott International, Inc., a Panamanian corporation (the “Company”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuers and the Company, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Notes (as defined below) (collectively, the “Holders”), hereby amends and restates in its entirety the Forbearance Agreement, dated as of December 1, 2019, by and among the Note Parties and the holders party thereto.

WHEREAS, MTA, MTUS, the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (together with any successor thereto from time to time, the “Trustee”), are parties to that certain Indenture, dated as of April 18, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) under which the 10.625% Senior Notes due 2024 (the “Notes”) were issued;

WHEREAS, the Issuers failed to make the interest payment due on November 1, 2019, on the Notes (as required pursuant to the Indenture), and the failure to pay interest on any Notes within thirty (30) days after the same has become due and payable, constitutes an Event of Default under Section 6.1(1) of the Indenture and may result in an Event of Default under Section 6.1(5) of the Indenture (such defaults collectively, the “Interest Default”);

WHEREAS, certain Indebtedness of the Company or a Restricted Subsidiary, in the form of letters of credit or surety bonds that may be accelerated, terminated and/or cash collateralized prior to its Stated Maturity (or the principal of which may not be paid at its Stated Maturity), which may result in an Event of Default under Section 6.1(5) of the Indenture (such default, an “LC Default”);

WHEREAS, upon the occurrence of an Event of Default and so long as such Event of Default is continuing, the Trustee or the holders of at least twenty-five percent (25%) in aggregate principal amount of the Notes then outstanding may, by delivering written notice to the Company and the Trustee (an “acceleration declaration”), declare all amounts owing under the Notes to be due and payable;

WHEREAS, the Holders executing this Agreement on the date hereof (such Holders, the “Ad Hoc Group”) hold thirty-five percent (35%) of the aggregate principal amount of the Notes outstanding;

WHEREAS, the Note Parties have requested that the Holders, and the Holders have agreed to, subject to the terms and conditions set forth herein, temporarily forbear from delivering an acceleration declaration with respect to the Interest Default or any LC Default and to instruct the Trustee not to deliver an acceleration declaration with respect to the Interest Default or any LC Default; and

WHEREAS, terms used but not otherwise defined herein shall have the meanings given to them in the Indenture.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Forbearance.

(a) Subject to the satisfaction of the conditions precedent set forth in Section 4 below and the continued satisfaction of the conditions set forth in Section 5 below, respectively, as of the date hereof, each Holder hereby agrees that during the period beginning on the date hereof and ending on the Forbearance Termination Date (the “Forbearance Period”), it will not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the Holders or the Trustee under the Indenture or the Notes or otherwise, including, without limitation, any action to accelerate, or join in any request for acceleration of, the Notes (“Remedial Action”) under the Indenture or the Notes, solely with respect to the Interest Default or any LC Default (such forbearance, the “Forbearance”). As used herein, “Forbearance Termination Date” means the earlier of (i) 11:59 p.m. (New York City time) on January 15, 2020; (ii) if any Note Party fails to comply with any term, condition, or covenant set forth in this Agreement and 75% in aggregate principal amount of the Holders party hereto has delivered notice to the Company of such failure, then the fifth (5th) calendar day following receipt of such notice if the Company has failed to cure on or prior to such fifth (5th) calendar day; and (iii) the failure of any representation or warranty made by any Note Party under this Agreement to be true and complete in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representation and warranty already is qualified or modified by materiality in the text thereof) as of the date when made or any other breach in any material respect of any such representation or warranty.

(b) Subject to the satisfaction of the conditions precedent set forth in Section 4 below, as of the date hereof, each Holder hereby agrees that, during the Forbearance Period, it will not sell, pledge, hypothecate or otherwise transfer any Notes, except to (i) a purchaser or other entity who agrees in writing with the transferor (with a copy to and for the benefit of the Note Parties) prior to such transfer to be bound by all of the terms of this Agreement as if a party hereto with respect to the relevant Notes being transferred to such purchaser in accordance with Section 16 of this Agreement; or (ii) a party who is already a signatory hereto, in each case without any further consideration of the Note Parties in respect thereof; provided, however, that notwithstanding anything in this Agreement to the contrary, a Holder may transfer Notes to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without the requirement that such entity be or become a party to this Agreement only if such Qualified Marketmaker transfers such Notes within ten (10) business days to a transferee that shall immediately comply in all respects with the terms of this Agreement (including executing and delivering a joinder in accordance with Section 16 of this Agreement). A “Qualified Marketmaker” is an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers, within ten (10) business days of the purchase of such claims, claims against the Company, or enter with customers into long and short positions in claims against the Company, in its capacity as a dealer or market maker in such claims, and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt). This Paragraph 1(b) shall not apply to liens or encumbrances in favor of a broker-dealer over property in an account with such broker-dealer generally where such encumbrance is released upon transfer of the Notes.

(c) This Agreement shall in no way be construed to preclude any Holder from acquiring additional Notes to the extent permitted by applicable law. However, such Holder shall, automatically and without further action, remain subject to this Agreement with respect to any additional Notes so acquired. The foregoing forbearances shall not be construed to impair the ability of the Holders or the Trustee to exercise any rights or remedies under the Indenture or take any Remedial Action (x) at any time after the Forbearance Period or (y) during the Forbearance Period, for Defaults or Events of Default other than the Interest Default or any LC Default, and, except as provided herein, nothing shall restrict, impair or otherwise affect the exercise of the Holders’ rights under this Agreement, the Indenture or the Notes.

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(d) With respect to the Forbearance, each Holder’s agreements, as provided herein, shall immediately terminate without requirement for any notice, demand or presentment of any kind on the Forbearance Termination Date, and the Note Parties at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Indenture and the Notes without giving effect to the Forbearance, and the Trustee and the Holders may at any time thereafter proceed to exercise any and all of their rights and remedies, including, without limitation, their rights and remedies in connection with the Interest Default, any LC Default and any other Defaults or Events of Default under the Indenture or rights under this Agreement, to the extent continuing.

(e) The Holders hereby request that the Trustee not take, and direct the Trustee not to take any Remedial Action with respect to the Interest Default or any LC Default during the Forbearance Period. In the event that the Trustee takes any action to declare all of the Notes immediately due and payable pursuant to Section 6.2 of the Indenture during the Forbearance Period solely due to an Interest Default or any LC Default, the Holders agree to rescind and cancel such acceleration to the fullest extent permitted under the Indenture.

(f) Each of the Note Parties acknowledges and agrees that the running of any statutes of limitation or doctrine of laches applicable to any claims or causes of action that the Trustee or any Holder may be entitled to assert in order to enforce its rights and remedies against any of the Note Parties (or any of their respective assets) is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

(g) Each of the parties hereby agrees and acknowledges that in the event that the Company enters into, executes or amends any forbearance agreement or other consent agreement with any holder of Notes (“Third-Party Holder”) with respect to the Interest Default that includes the payment of forbearance fees or other consideration by the Company to the Third-Party Holder, then the terms of this Agreement (such agreement, the “Third-Party Agreement” and such payment terms thereunder, the “Favorable Terms”), then (a) the Company shall give each Holder a written notice (the “MFN Notice”) and a copy of the Third-Party Agreement and (b) unless otherwise agreed in writing (including by email) by Holder within one business day following the receipt of the MFN Notice, this Agreement shall be deemed automatically modified to incorporate any such Favorable Terms together with any additional obligations, consents, waivers or similar agreements of such Third-Party Holder contained in such Third-Party Agreement.

Section 2. Representations and Warranties of the Note Parties.

By its execution of this Agreement, each Note Party hereby represents and warrants to the Holders that:

(a) Each Note Party has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of each Note Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(b) Neither the execution, delivery or performance by any Note Party of this Agreement, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of applicable law; (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Note Party or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Note Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be subject; or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Note Party; and

(c) As of the date hereof, to the knowledge of the Note Parties, no Default or Event of Default (excluding the Interest Default) has occurred and is continuing under the Indenture.

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Section 3. Representation of the Holders. Each Holder severally (but not jointly) certifies that, as of the date hereof, it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the aggregate principal amount of the Notes set forth on the signature page hereof beneath its name, and has all necessary power and authority to enter into this Agreement, grant the Forbearance with respect to such Notes and perform its obligations hereunder.

Section 4. Conditions Precedent. The effectiveness of this Agreement and the obligations of the Holders hereunder is subject to the satisfaction, or waiver by the Holders, of the following conditions:

(a) Counterparts. The execution of this Agreement by each Note Party and Holders holding not less than thirty-five percent (35%) of the outstanding Notes as of the date hereof.

(b) No Default. No Default or Event of Default other than the Interest Default shall have occurred and be continuing as of the date the condition set forth in Section 4(a) is satisfied.

Section 5. Forbearance Continuing Conditions. The continued satisfaction of each of the following shall be a condition to the Forbearance:

(a) The Company shall deliver to Houlihan Lokey Capital Inc. (“Houlihan”) the materials set forth in Sections 7.16(a), 7.16(b), 7.16(c), 7.16(d), 7.16(e), 7.16(g), 7.16(h), 7.16(i) and 7.16(j) of the Superpriority Senior Secured Credit Agreement, dated as of October 21, 2019, by and among the Company, MTA, MTUS, McDermott Technology, B.V., the lenders and issuers party thereto, Credit Agricole Corporate and Investment Bank, as revolving administrative agent and Barclays Bank PLC as term loan administrative agent (the “Superpriority Credit Agreement”), by the later of (i) the date such materials are delivered to advisors of the Lenders (as defined in the Superpriority Credit Agreement) and (ii) the date hereof; provided that the Company shall only be required to deliver materials pursuant to this Section 5(a) to the extent delivery of such materials is not waived by the Supermajority Lenders (as defined in the Superpriority Credit Agreement) in accordance with the Superpriority Credit Agreement.

(b) The Company shall negotiate in good faith with the Ad Hoc Group and the holders of the Company’s secured indebtedness (the “Secured Lenders”) on a restructuring transaction, including without limitation by hosting a minimum of two (2) face-to-face meetings with the Ad Hoc Group to which the Secured Lenders shall be invited to participate, the first of which shall be held no later than December 16, 2019 and the second of which shall be held no later than January 8, 2020.

(c) The Company and the Secured Lenders shall deliver to the Ad Hoc Group a term sheet for a proposed consensual restructuring of the Company by no later than December 31, 2019.

(d) The Secured Lenders shall have (i) funded the full amount of Tranche B financing consisting of term loans and (ii) made available the full amount of Tranche B financing consisting of letter of credit commitments, in each case, contemplated under the Superpriority Credit Agreement by no later than December 31, 2019.

(e) As promptly as practicable, but in any event not later than two (2) business days after the date hereof, as part of a substantially contemporaneous exchange for value, the Company shall pay the reasonable, documented, out-of-pocket expenses of the Ad Hoc Group incurred on or prior to the date hereof in connection with the transactions set forth herein, for which invoices have been presented prior to the date hereof, including without limitation the reasonable and documented fees and expenses of the Ad Hoc Group’s advisors and consultants, including without

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limitation, Houlihan Lokey Capital, Inc., financial advisor to the Ad Hoc Group, Paul, Weiss, Rifkind, Wharton & Garrison LLP, legal counsel to the Ad Hoc Group, any foreign and local counsel (including without limitation Freshfields Bruckhaus Deringer LLP), and Alvarez & Marsal, consultant to the Ad Hoc Group.

Section 6. Confidentiality. Each of the Note Parties shall not disclose to any person or entity the Holders’ holdings set forth on their respective signature pages to this Agreement or otherwise disclose the Holders’ holdings information (collectively, the “Holder Information”) except: (1) in any legal proceeding relating to this Agreement; provided that the relevant Note Party shall use its reasonable best efforts to maintain the confidentiality of such Holder Information in the context of any such proceeding; (2) to the extent required by law; and (3) in response to a subpoena, discovery request, or a request from a government agency, regulatory authority or securities exchange for information regarding Holder Information or the information contained therein; provided, however, that each of the Note Parties will, to the extent permitted by applicable law or regulation, provide any such Holder with prompt written notice of any such request or requirement so that such Holder may seek, at such Holder’s expense, a protective order or other appropriate remedy and each Note Party will fully cooperate with such Holder’s efforts to obtain same. Notwithstanding anything to the contrary in this Section 6, the Note Parties may: (i) disclose the aggregate principal amount of Notes held by the Holders executing this Agreement, taken as a whole; and (ii) to effectuate and evidence the direction to the Trustee contained herein, at any time, and from time to time, during the Forbearance Period, provide the Trustee with an executed copy of this Agreement that includes the individual signature pages of each of the Holders; provided that the Note Parties first obtain the Trustee’s written consent not to disclose to any person or entity any information relating to the individual holdings of each Holder, such written consent to be on substantially the same terms as set forth in this paragraph.

Section 7. Effect on the Indenture. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Holders under the Indenture or the Notes, and shall not, except as expressly set forth herein, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Indenture or the Notes or any other provision of the Indenture or the Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 8. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

5

Section 10. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 11. Acknowledgments. Each Note Party hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof after giving effect to this Agreement, the covenants and agreements contained in the Indenture and the Notes, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby.

Section 12. Relationship of Parties; No Third Party Beneficiaries. Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the Note Parties and the Holders. This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties hereto. No person other than a party hereto is intended to be a beneficiary hereof and no person other than a party hereto shall be authorized to rely upon or enforce the contents of this Agreement.

Section 13. Entire Agreement; Modification of Agreement; Verbal Agreements Not Binding. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Agreement may not be modified, altered or amended except by an agreement in writing signed by duly authorized representatives of the Note Parties and Holders representing a majority in aggregate principal amount of Notes held by the Holders party hereto.

Section 14. No Novation, etc. This Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Notes and the Indenture shall remain in full force and effect.

Section 15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 16. Joinder of Additional Holders. During the Forbearance Period other beneficial holders may become Holders by executing a joinder to this Agreement, the form attached hereto as Exhibit A.

Section 17. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, in each case, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

[Signature Pages Follow]

6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

NOTE PARTIES
MCDERMOTT TECHNOLOGY (AMERICAS), INC.,
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer

MCDERMOTT TECHNOLOGY (US), INC.,
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer

MCDERMOTT INTERNATIONAL, INC.,
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Vice President, Treasurer

[Signature Page to Amended and Restated Forbearance Agreement]

EACH OF THE GUARANTORS CB&I BRAZIL HOLDINGS, INC. CB&I ENERGY SERVICES, LLC CB&I FABRICATION, LLC CB&I GROUP INC. CB&I HOLDCO INTERNATIONAL, LLC CB&I HOLDCO, LLC CB&I INTERNATIONAL, INC. CB&I INTERNATIONAL, LLC CB&I LAKE CHARLES, L.L.C. CB&I OFFSHORE SERVICES, INC. CB&I POWER INTERNATIONAL, INC. CB&I POWER, LLC CB&I RIO GRANDE HOLDINGS, L.L.C. CB&I RIO GRANDE VALLEY FABRICATION & MANUFACTURING, L.L.C. CB&I WALKER LA, L.L.C. INTERNATIONAL CONSULTANTS, L.L.C. J. RAY HOLDINGS, INC. MCDERMOTT, INC. PIKE PROPERTIES II, INC. SHAW ENERGY SERVICES, INC. SHAW FABRICATORS, INC. SHAW HOME LOUISIANA, LLC SHAW JV HOLDINGS, L.L.C. SHAW MANAGED SERVICES, LLC SHAW NUCLEAR ENERGY HOLDINGS (UK), INC. SHAW POWER DELIVERY SYSTEMS, INC. SHAW POWER SERVICES, LLC SHAW PROCESS FABRICATORS, INC. SHAW SERVICES, L.L.C. SHAW SSS FABRICATORS, INC.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer

[Signature Page to Amended and Restated Forbearance Agreement]

CATALYTIC DISTILLATION TECHNOLOGIES CB&I INTERNATIONAL ONE, LLC CBI SERVICES, LLC CHEMICAL RESEARCH AND LICENSING, LLC EDS EQUIPMENT COMPANY, LLC LUMMUS CONSULTANTS INTERNATIONAL LLC S C WOODS, L.L.C. SHAW FAR EAST SERVICES, LLC SHAW POWER SERVICES GROUP, L.L.C. CB&I STORAGE TANK SOLUTIONS LLC CB&I STS DELAWARE LLC CB&I STS HOLDINGS LLC CBI COMPANY LTD. CSA TRADING COMPANY LTD. OCEANIC CONTRACTORS, INC. SHAW NC COMPANY, INC.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

[Signature Page to Amended and Restated Forbearance Agreement]

SHAW BENECO, INC. SHAW MANAGEMENT SERVICES ONE, INC. SHAW TRANSMISSION & DISTRIBUTION SERVICES, INC. SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC. SHAW POWER TECHNOLOGIES, INC.
By:	/s/ Mark Coscio
Name:	Mark Coscio
Title:	President

[Signature Page to Amended and Restated Forbearance Agreement]

HYDRO MARINE SERVICES, INC.

J. RAY MCDERMOTT INTERNATIONAL, INC.

J. RAY MCDERMOTT, S.A.

MCDERMOTT (AMAZON CHARTERING), INC.

MCDERMOTT GULF OPERATING COMPANY, INC.

MCDERMOTT INTERNATIONAL MANAGEMENT, S. DE RL.

MCDERMOTT INTERNATIONAL TRADING CO., INC.

MCDERMOTT INTERNATIONAL VESSELS, INC.

J. RAY MCDERMOTT FAR EAST, INC.

J. RAY MCDERMOTT UNDERWATER SERVICES, INC.

MCDERMOTT CASPIAN CONTRACTORS, INC.

MCDERMOTT INTERNATIONAL INVESTMENTS CO., INC.

MCDERMOTT MIDDLE EAST, INC.

MCDERMOTT OLD JV OFFICE, INC.

MCDERMOTT OVERSEAS, INC.

MCDERMOTT SUBSEA, INC.

EASTERN MARINE SERVICES, INC.

MCDERMOTT OFFSHORE SERVICES COMPANY, INC.

NORTH ATLANTIC VESSEL, INC.

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
CBI PANAMA, S.A.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

[Signature Page to Amended and Restated Forbearance Agreement]

Executed as a Deed by
CB&I MIDDLE EAST HOLDING, INC.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS (CAYMAN) LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS HOLDING LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed as a Deed by
HIGHLAND TRADING COMPANY, LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed as a Deed by
OASIS SUPPLY COMPANY, LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed as a Deed by
SHAW E & I INTERNATIONAL LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed as a Deed by
SHAW OVERSEAS (MIDDLE EAST) LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed as a Deed by
J. RAY MCDERMOTT INTERNATIONAL VESSELS, LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal
Executed as a Deed by
MCDERMOTT CAYMAN LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal
Executed as a Deed by
OFFSHORE PIPELINES INTERNATIONAL, LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

J. RAY MCDERMOTT (NORWAY), AS
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer

[Signature Page to Amended and Restated Forbearance Agreement]

CB&I CANADA LTD. HORTON CBI, LIMITED LUTECH RESOURCES CANADA LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

[Signature Page to Amended and Restated Forbearance Agreement]

MCDERMOTT TECHNOLOGY, B.V. CB&I COJAFEX B.V. CB&I EUROPE B.V. CB&I HOLDINGS B.V. CB&I POWER COMPANY B.V. CB&I RUSLAND B.V. CBI COMPANY B.V. CBI COMPANY TWO B.V. CHICAGO BRIDGE & IRON COMPANY B.V. COMET II B.V. LEALAND FINANCE COMPANY B.V. LUMMUS TECHNOLOGY B.V. LUTECH PROJECT SOLUTIONS B.V. LUTECH PROJECTS B.V. MCDERMOTT TECHNOLOGY (2), B.V. MCDERMOTT TECHNOLOGY (3), B.V. NETHERLANDS OPERATING COMPANY B.V.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Attorney

[Signature Page to Amended and Restated Forbearance Agreement]

NOVOLEN TECHNOLOGY HOLDINGS C.V.
By:	McDermott Technology (3), B.V., acting in its capacity as general partner
	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Attorney

[Signature Page to Amended and Restated Forbearance Agreement]

Executed by J. RAY MCDERMOTT (AUST.) HOLDING PTY. LIMITED. ACN 002 797 668 by its Attorney under power of attorney which the Attorney has received no notice of the revocation of the power:

/s/ Kevin Hargrove

Signature of Attorney

Kevin Hargrove

Name of Attorney (print)

Executed by MCDERMOTT AUSTRALIA PTY. LTD. ACN 002 736 352 by its Attorney under power of attorney which the Attorney has received no notice of the revocation of the power:

/s/ Kevin Hargrove

Signature of Attorney

Kevin Hargrove

Name of Attorney (print)

[Signature Page to Amended and Restated Forbearance Agreement]

Executed by CBI CONSTRUCTORS PTY. LTD. ACN 000 612 411 by its Attorney under power of attorney which the Attorney has received no notice of the revocation of the power:

Kevin Hargrove

Signature of Attorney

Kevin Hargrove

Name of Attorney (print)

[Signature Page to Amended and Restated Forbearance Agreement]

CHICAGO BRIDGE & IRON (ANTILLES) N.V. MCDERMOTT INTERNATIONAL MARINE INVESTMENTS N.V. MCDERMOTT OVERSEAS INVESTMENT CO. N.V. VARSY INTERNATIONAL N.V.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Attorney

[Signature Page to Amended and Restated Forbearance Agreement]

SIGNED AND DELIVERED for and on behalf of and as the deed of CB & I FINANCE COMPANY LIMITED by its lawfully appointed attorney
KEVIN HARGROVE	/s/ Kevin Hargrove
in the presence of:	Attorney
(Signature of Witness): /s/ Traci Brown
(Name of Witness): Traci Brown
(Address of Witness): 757 N. Eldridge Pkwy                                      Houston, TX 77079
(Occupation of Witness): Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
AITON & CO LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
CB&I CONSTRUCTORS LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
CB&I GROUP UK HOLDINGS
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
CB&I HOLDINGS (UK) LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Paralegal

Executed and Delivered as a Deed by
CB&I LONDON
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
CB&I PADDINGTON LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
CB&I POWER LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
CB&I UK LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
CBI UK CAYMAN ACQUISITION LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
LUMMUS CONSULTANTS INTERNATIONAL LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
LUTECH RESOURCES LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
OXFORD METAL SUPPLY LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
PIPEWORK ENGINEERING AND DEVELOPMENTS LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
SHAW DUNN LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
SHAW GROUP UK LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
WHESSOE PIPING SYSTEMS LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

Executed and Delivered as a Deed by
MCDERMOTT HOLDINGS (U.K.) LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorised Person
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

Executed and Delivered as a Deed by
MCDERMOTT MARINE CONSTRUCTION LIMITED
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer
Witnessed
By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

[Signature Page to Amended and Restated Forbearance Agreement]

CBI EASTERN ANSTALT
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

[Signature Page to Amended and Restated Forbearance Agreement]

J. RAY MCDERMOTT DE MEXICO, S.A. DE C.V. MCDERMOTT MARINE MEXICO, S.A. DE C.V. SERVICIOS DE FABRICACION DE ALTAMIRA, S.A. DE C.V. SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V. CB&I MATAMOROS, S. DE R. L. DE C.V.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer
CHICAGO BRIDGE DE MÉXICO, S.A. DE C.V.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

[Signature Page to Amended and Restated Forbearance Agreement]

CB&I NEDERLAND B.V. CB&I OIL & GAS EUROPE B.V. LUMMUS TECHNOLOGY HEAT TRANSFER B.V. LUTECH RESOURCES B.V.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Attorney

[Signature Page to Amended and Restated Forbearance Agreement]

CHARTERING COMPANY (SINGAPORE) PTE. LTD J. RAY MCDERMOTT (QINGDAO) PTE. LTD. MCDERMOTT ASIA PACIFIC PTE. LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer
CB&I GLOBAL OPERATIONS INTERNATIONAL, PTE. LTD. CB&I GLOBAL OPERATIONS US PTE. LTD. CB&I SINGAPORE PTE. LTD.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

[Signature Page to Amended and Restated Forbearance Agreement]

CB&I EL DORADO, INC. CB&I LLC CHICAGO BRIDGE & IRON COMPANY J. RAY MCDERMOTT TECHNOLOGY, INC. LUMMUS GASIFICATION TECHNOLOGY LICENSING LLC MCDERMOTT BLACKBIRD HOLDINGS, LLC MCDERMOTT INVESTMENTS, LLC OPI VESSELS, INC. 850 PINE STREET LLC A & B BUILDERS, LTD. ASIA PACIFIC SUPPLY CO. ATLANTIC CONTINGENCY CONSTRUCTORS II, LLC ATLANTIS CONTRACTORS INC. CB&I CLEARFIELD, INC. CB&I CONNECTICUT, INC. CB&I FINANCIAL RESOURCES LLC CB&I GLOBAL, L.L.C. CB&I HOUSTON 06 LLC CB&I HOUSTON 07 LLC CB&I HOUSTON 08 LLC CB&I HOUSTON 09 LLC CB&I HOUSTON 10 LLC CB&I HOUSTON 11 LLC CB&I HOUSTON 12 LLC CB&I HOUSTON 13 LLC CB&I HOUSTON LLC CB&I TYLER LLC CBI AMERICAS LTD. CBI OVERSEAS (FAR EAST) INC. CBI US HOLDING COMPANY INC. CENTRAL TRADING COMPANY LTD. HBI HOLDINGS, LLC CB&I LAURENS, INC. CB&I NORTH CAROLINA, INC. CHICAGO BRIDGE & IRON COMPANY (DELAWARE) CBI HOLDCO TWO INC. CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC CONSTRUCTORS INTERNATIONAL, L.L.C. HOWE-BAKER ENGINEERS, LTD. HOWE-BAKER HOLDINGS, L.L.C. HOWE-BAKER INTERNATIONAL MANAGEMENT, LLC HOWE-BAKER INTERNATIONAL, L.L.C. HOWE-BAKER MANAGEMENT, L.L.C. J. RAY MCDERMOTT SOLUTIONS, INC. LUMMUS TECHNOLOGY INTERNATIONAL LLC LUMMUS TECHNOLOGY LLC LUMMUS TECHNOLOGY OVERSEAS LLC LUMMUS TECHNOLOGY SERVICES LLC LUMMUS TECHNOLOGY VENTURES LLC MATRIX ENGINEERING, LTD. MATRIX MANAGEMENT SERVICES, LLC MCDERMOTT ENGINEERING, LLC MCDERMOTT SUBSEA ENGINEERING, INC. NUCLEAR ENERGY HOLDINGS, L.L.C. PROSPECT INDUSTRIES (HOLDINGS) INC. SHAW CONNEX, INC. SHAW INTERNATIONAL INC. SHAW TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL, INC. SPARTEC, INC. TVL LENDER II, INC. CB&I PROJECT SERVICES GROUP, LLC CBI OVERSEAS, LLC LUTECH RESOURCES INC.

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Treasurer

[Signature Page to Amended and Restated Forbearance Agreement]

J. RAY MCDERMOTT HOLDINGS, LLC MCDERMOTT FINANCE L.L.C.
By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Vice President, Treasurer

[Signature Page to Amended and Restated Forbearance Agreement]

MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA.
By:	/s/ Kimberly J. Wolford
Name:	Kimberly J. Wolford
Title:	Attorney

[Signature Page to Amended and Restated Forbearance Agreement]

HOLDERS:

[Additional signature pages on file with the Company.]

SIGNATURE PAGE TO FORBEARANCE AGREEMENT

Exhibit A

FORM OF FORBEARANCE JOINDER AGREEMENT

[●], 2019

McDermott International, Inc.

757 N. Eldridge Parkway

Houston, Texas 77079

Attention: [●]

RE: Forbearance Agreement

Ladies and Gentlemen:

Reference is made to the Forbearance Agreement dated as of [●], 2019 entered into between the Issuers, the Company, the Guarantors, and the Holders party thereto (such Forbearance Agreement, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Forbearance Joinder Agreement, being the “Forbearance Agreement”). Any capitalized terms not defined in this Forbearance Joinder Agreement have the meanings given to them in the Forbearance Agreement.

SECTION I. Joining Obligations Under the Forbearance Agreement. The undersigned (the “Joining Noteholder”) hereby agrees, as of the date first above written, to join and to be bound as a Holder by all of the terms and conditions of the Forbearance Agreement, to the same extent as each of the other Holders thereunder without any further consideration of the Note Parties in respect thereof. The undersigned further agrees, as of the date first above written, that each reference in the Forbearance Agreement to a “Holder” shall also mean and be a reference to the undersigned, including the making of the representation set forth in Section 3 of the Forbearance Agreement.

SECTION II. Execution and Delivery. Delivery of an executed counterpart of a signature page to this Forbearance Joinder Agreement by telecopier or in .PDF or similar format by email shall be effective as delivery of an original executed counterpart of this Forbearance Joinder Agreement. For the avoidance of doubt, the Note Parties do not need to separately execute this Forbearance Joinder Agreement but are nevertheless bound by the terms of the Forbearance Agreement with respect to the Joining Noteholder as if such Joining Noteholder were a party to the Forbearance Agreement.

SECTION III. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. The parties hereto hereby agree that Section 9 of the Forbearance Agreement shall apply to this Forbearance Joinder Agreement.

[Signature Page Follows]

Very truly yours,

[●]

By

Name:

Title:

Noteholder’s principal amount of Notes: $                    

[Signature Page to Forbearance Agreement]

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Document and Entity Information	Dec. 02, 2019
Cover [Abstract]
Entity Registrant Name	MCDERMOTT INTERNATIONAL INC
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0000708819
Document Type	8-K
Document Period End Date	Dec. 02, 2019
Entity Incorporation, State or Country Code	R1
Entity File Number	001-08430
Entity Tax Identification Number	72-0593134
Entity Address, Address Line One	757 N. Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	281
Local Phone Number	870-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MDR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false