mdr-ex423_477.htm

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of February 24, 2020 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“MTBV” and together with MTA and MTUS, collectively the “Borrowers”, each a “Borrower”), McDermott International, Inc. a Panamanian corporation (the “Parent”), the Revolving Lenders party hereto, the Term Lenders party hereto, in each case, as defined in the Credit Agreement (as defined below) , and the Guarantors, as defined in the Credit Agreement (as defined below).

A.Whereas, reference is made to that certain Superpriority Senior Secured Debtor-in-Possession Credit Agreement dated as of January 23, 2020 among the Borrowers, the Parent, the Lenders and Issuers party thereto from time to time (“Lenders”), Credit Agricole Corporate and Investment Bank, as administrative agent for the Revolving Facility (the “Revolving Administrative Agent”) and Barclays Bank PLC, as administrative agent for the Term Facility (as defined in the Credit Agreement) (in such capacity, the “Term Loan Administrative Agent” and, together with the Revolving Administrative Agent, the “Administrative Agents” and each an “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.Whereas the Parent and the Borrowers have requested that the Requisite Lenders, the Requisite Revolving Lenders and Requisite Term Lenders consent to certain amendments as more fully set forth herein.

C.Whereas, subject to the terms and conditions set forth herein, the parties hereto wish to amend the Credit Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Defined Terms. As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement (as amended hereby), unless expressly provided to the contrary.

2.Other Definitional Provisions. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Amendment, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision

of this Amendment. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment.

3.Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 herein:

(a)Section 2.4(b)(xii) of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

(xii)such Revolving Letter of Credit is to be used for anything other than (A) a new project, (B) incremental letters of credit for an existing project, (C) insurance purposes or (D) replacement of a letter of credit under any of the Prepetition Credit Agreements or the Lloyds Facility that is not an auto-renew letter of credit; or

(b)Section 2.6(a)(xii) of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

(xii) such Cash Secured Letter of Credit is to be used for anything other than (A) a new project, (B) incremental letters of credit for an existing project, (C) insurance purposes, or (D) replacement of a letter of credit under any of the Prepetition Credit Agreements or the Lloyds Facility that is not an auto-renew letter of credit; or

(c)Section 3.2(e) of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

(d)Section 9.1(dd) of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

(a)after giving effect to this Amendment, all representations and warranties made by any Loan Party in the Credit Agreement and the other Loan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the representations and warranties in the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification are true and correct in all respects, in each case with the same effect as though made on and as of the Amendment No. 1 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

(b)after giving effect to this Amendment, no Default or Event of Default exists and is continuing as of the Amendment No. 1 Effective Date;

(c)the execution, delivery and performance of this Amendment are within the Borrowers’, Guarantors’ and the Parent’s corporate, limited liability company, partnership or other organizational powers, as applicable, and have been duly authorized by appropriate organizational and governing action and proceedings;

(d)each person who is executing this Amendment on behalf of the Borrowers, the Parent and each other Guarantor has the full power, authority and legal right to do so, and this Amendment has been duly executed by such person and delivered to the Administrative Agent; and

(e)this Amendment is the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5.Conditions to Effectiveness. This Amendment shall become effective as of the Amendment No. 1 Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent:

(a)Each Administrative Agent shall have received this Amendment, executed by each Borrower, the Parent, each Guarantor, the Requisite Lenders, the Requisite Revolving Lenders and the Requisite Term Lenders in such counterparts as shall be acceptable to each Administrative Agent.

(b)The representations and warranties of each Loan Party contained in this Amendment, the Credit Agreement and the other Loan Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in this Amendment, the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Amendment No. 1 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date.

(c)After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the Amendment No. 1 Effective Date.

(a)The Loan Parties acknowledge that on and as of the Amendment No. 1 Effective Date all Obligations are payable without defense, offset, counterclaim or recoupment. Each of the Borrowers and each Guarantor (collectively, the “Credit Support Parties”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the

Indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Loan Documents (as amended hereby) pursuant to, each of the Loan Documents (as amended hereby) to which such Credit Support Party is a party shall not be impaired, and each of the Loan Documents (as amended hereby) to which such Credit Support Party is a party is, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.

(b)Each Credit Support Party (other than the Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement (as amended hereby), this Amendment or any other Loan Document (as amended hereby) shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

(a)The Borrowers do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledge and each agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and each Borrower acknowledges and agrees that its liabilities and obligations under the Credit Agreement, as amended hereby, and the other Loan Documents, are not impaired in any respect by this Amendment.

(b)From and after the Amendment No. 1 Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Amendment and the other documents executed pursuant hereto. This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

(a)Except as specifically modified by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b)The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent, Lender or Issuer under, the Credit Agreement or any of the other Loan Documents.

9.Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

10.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement; provided that, notwithstanding anything herein to the contrary, the parties hereto hereby agree that each of Collateral Agent, Barclays Bank PLC, in its capacity as Term Loan Administrative Agent and Credit Agricole Corporate and Investment Bank, in its capacity as Revolving Administrative Agent, shall have rights as a third party beneficiary to the terms, conditions and provisions of this Amendment.

11.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO (INCLUDING THE SUBMISSION TO JURISDICTION IN SECTION 11.12 OF THE CREDIT AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

13.Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG LENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF LENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG LENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES.

14.Release. EACH OF THE PARENT, EACH BORROWER AND THE OTHER LOAN PARTIES AND THEIR AFFILIATES ON BEHALF OF THEMSELVES AND THEIR FORMER AND CURRENT RELATED PARTIES AND EACH OF THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “RELEASING PARTIES”) HEREBY ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, OR LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE AMENDMENT NO. 1 EFFECTIVE DATE IN CONNECTION WITH THE CREDIT AGREEMENT, COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT OR ANY LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREUNDER, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR

REGULATIONS, OR OTHERWISE (EACH A “CAUSE OF ACTION”) THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THE LIABILITY OF ANY BORROWER TO REPAY OR ANY GUARANTOR TO GUARANTEE THE OBLIGATIONS AS PROVIDED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT, ANY LENDER OR ANY ISSUER OR ANY OF THEIR RESPECTIVE CURRENT OR FORMER RELATED PARTIES AND EACH OF THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”). EACH OF THE RELEASING PARTIES HEREBY VOLUNTARILY AND KNOWINGLY, FOR VALUABLE CONSIDERATION RECEIVED, RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES FROM ALL POSSIBLE CAUSES OF ACTION (AS DEFINED ABOVE) WHICH ANY OF THE RELEASING PARTIES MAY NOW HAVE AGAINST THE RELEASED PARTIES, IF ANY, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS AMENDMENT.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

MCDERMOTT TECHNOLOGY, B.V., as Borrower

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

MCDERMOTT INTERNATIONAL, INC., as Parent

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Vice President, Treasurer

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

CATALYTIC DISTILLATION TECHNOLOGIES CB&I INTERNATIONAL ONE, LLC CBI SERVICES, LLC CHEMICAL RESEARCH & 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

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

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

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

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

Executed as a Deed by
J. RAY MCDERMOTT INTERNATIONAL VESSELS, 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
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

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

Executed by McDermott Australia Pty. Ltd. ACN 002 736 352 in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
/s/ Vassily Calligeros. . . . . . . . . . . . . . . . Signature of director		/s/ Ian F. Prescott . . . . . . . . . . . . . . . . . . . . . Signature of director/company secretary
Vassily Calligeros. . . . . . . . . . . . . . . . . . . Name of director (print)		Ian F. Prescott . . . . . . . . . . . . . . . . . . . . . . . . Name of director/company secretary (print)
Executed by J. Ray McDermott (Aust.) Holding Pty. Limited. ACN 002 797 668 in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
/s/ Vassily Calligeros . . . . . . . . . . . . . . Signature of director		/s/ Ian F. Prescott. . . . . . . . . . . . . . . . . Signature of director/company secretary
Vassily Calligeros. . . . . . . . . . . . . . . . . Name of director (print)		Ian F. Prescott. . . . . . . . . . . . . . . . . . . . . Name of director/company secretary (print)
Executed by CBI Constructors Pty Ltd ACN 000 612 411 in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
/s/ Vassily Calligeros. . . . . . . . . . . . . . . Signature of director		/s/ Ian F. Prescott . . . . . . . . . . . . . . . . . . . Signature of director/company secretary
Vassily Calligeros . . . . . . . . . . . . . . . . Name of director (print)		Ian F. Prescott. . . . . . . . . . . . . . . . . . . . . Name of director/company secretary (print)

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		Kevin Hargrove

in the presence of:		Attorney

(Signature of Witness): /s/ Traci Brown

(Name of Witness): Traci Brown

(Address of Witness): 757 N. Eldridge Parkway Houston, Texas 77079

(Occupation of Witness): Paralegal

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

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/ Traci Brown
Name:	Traci Brown
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

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
CB&I (US) HOLDINGS, 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

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

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

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

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:	Authorised Person

Witnessed

By:	/s/ Traci Brown
Name:	Traci Brown
Title:	Paralegal

J. RAY MCDERMOTT DE MÉXICO, S.A. DE C.V. MCDERMOTT MARINE MÉXICO, S.A. DE C.V. SERVICIOS DE FABRICACIÓN 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:	Treasurer

CHICAGO BRIDGE DE MÉXICO, S.A. DE C.V.

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

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

CB&I EL DORADO, INC. CB&I LLC CHICAGO BRIDGE & IRON COMPANY 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. 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. MCDERMOTT TECHNOLOGY, LLC

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

LENDERS:	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Revolving Lender

	By:	/s/ Ronald E. Spitzer
	Name:	Ronald E. Spitzer
	Title:	Managing Director

	By:	/s/ Pierre Bennnaim
	Name:	Pierre Bennnaim
	Title:	Managing Director

MCDERMOTT TECHNOLOGY (AMERICAS), INC., as Borrower

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

MCDERMOTT TECHNOLOGY (US), INC., as Borrower

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

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/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Assistant Treasurer

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

J. RAY MCDERMOTT (NORWAY), AS

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

CB&I CANADA LTD. HORTON CBI, LIMITED LUTECH RESOURCES CANADA LTD.

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

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

CHICAGO BRIDGE & IRON (ANTILLES) N.V. MC DERMOTT INTERNATIONAL MARINE INVESTMENTS N.V. MC DERMOTT OVERSEAS INVESTMENT CO. N.V. VARSY INTERNATIONAL N.V.

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

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

CBI EASTERN ANSTALT

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

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

J. RAY MCDERMOTT HOLDINGS, LLC MCDERMOTT FINANCE L.L.C.

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Vice President, Treasurer

MCDERMOTT SERVIÇOS OFFSHORE DO BRASIL LTDA.

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

ARABIAN CBI CO. LTD. ARABIAN CBI TANK MANUFACTURING CO. LTD. LUMMUS ARABIA LTD. CO.

By:	/s/ Kevin Hargrove
Name:	Kevin Hargrove
Title:	Authorized Person

MCDERMOTT EASTERN HEMISPHERE, LTD.

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

ROYAL BANK OF CANADA, as a Revolving Lender

By:	/s/ H. Christopher DeCotiis
Name:	H. Christopher DeCotiis
Title:	Authorized Signatory

BARCLAYS BANK PLC, as a Revolving Lender

By:	/s/ Marc Glogoff
Name:	Marc Glogoff
Title:	Managing Director

ABN AMRO CAPITAL USA LLC, as a Revolving Lender,

By:	/s/ Hugo Diogo
Name:	H. Diogo
Title:	Executive Director

By:	/s/ Francis Ballard, Jr.
Name:	Francis Ballard, Jr.
Title:	Director

GOLDMAN SACHS BANK USA, as a Revolving Lender

By:	/s/ Jamie Minieri
Name:	Jamie Minieri
Title:	Authorized Signatory

ADMINISTRATIVE AGENT:	BARCLAYS BANK PLC, as Term Loan Administrative Agent

	By:	/s/ Gary Sultan
	Name:	Gary Sultan
	Title:	Managing Director