AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT
Exhibit 10.2
Execution Version
AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT
This AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 2 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 “Applicants”, each an “Applicant”), ▇▇▇▇▇▇▇▇▇ International, Inc. a Panamanian corporation (the “Parent”), the Participants party hereto (as defined in the Letter of Credit Agreement (as defined below)) and the Guarantors (as defined in the Letter of Credit Agreement).
RECITALS
A. Whereas, reference is made to that certain Letter of Credit Agreement dated as of October 30, 2018 among the Applicants, the Parent, the Participants and Issuers party thereto from time to time (“Participants”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) (as amended by that certain Amendment No. 1 to Letter of Credit Agreement, dated as of October 21, 2019, and as further amended, restated, supplemented or otherwise modified from time to time, the “Letter of Credit Agreement”).
B. Whereas the Parent and the Applicants have requested that the Requisite Participants 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 Letter of 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 Letter of Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Letter of 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 Letter of Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 herein:
(a) Section 1.1 of the Letter of Credit Agreement is amended by inserting the defined terms below in their appropriate alphabetical order:
“Forbearance Agreement” means that certain Forbearance Agreement dated as of December 1, 2019, among each Notes Issuer, the Parent, each Subsidiary of the Parent that is party thereto, and each of the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Senior Notes party thereto, as in effect on December 1, 2019.
(b) The definition of “Indebtedness” in Section 1.1 of the Credit Agreement is amended by adding the below language as the last sentence of the definition:
“With respect to any Warrants issued pursuant to the Priming Credit Agreement, it is understood and agreed that such Warrants shall not constitute Indebtedness for purposes of this Agreement.”
(c) Section 9.1(e) of the Letter of Credit Agreement is hereby amended by amending and restating it in its entirety as follows:
“(e) (i) the Parent, an Applicant or any of the Parent’s Material Subsidiaries shall fail to make any payment on any Indebtedness of the Applicants or any such Material Subsidiary (other than (x) the Obligations and (y) Non-Recourse Indebtedness) or any Guaranty Obligation in respect of Indebtedness of any other Person, and, in each case, such failure (A) constitutes a failure to pay the principal amount of such Indebtedness when due and payable (whether at maturity or otherwise) or constitutes a failure to make any other payment where such failure permits (with the giving of notice if required), at the time of determination under this Section 9.1(e), the acceleration of such Indebtedness and (B) relates to Indebtedness having a principal amount of $35,000,000.00 or more, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any Indebtedness having a principal amount of $35,000,000.00 or more (other than under the Lloyds Facility to the extent a letter of credit in the requisite amount was posted in lieu of the required posting of cash collateral), if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or (iii) any Indebtedness having a principal amount of $35,000,000.00 or more shall become or be declared to be due and payable, or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; provided that clauses (ii) and (iii) above shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided further that clauses (i), (ii) and (iii) above shall not apply to (I) the Interest Default (as defined in the Forbearance Agreement) until the earlier of (x) Forbearance Termination Date (as defined in the Forbearance Agreement) and (y) the acceleration of the Senior Notes, (II) any Event of Default (as defined in the Lloyds Facility) under the Lloyds Facility or (III) any default, event of default, termination event or cash collateralization event that may arise under any bi-lateral letter of credit facilities or surety bonds; or”
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4. Representations and Warranties. Each Credit Party represents and warrants that:
(a) after giving effect to this Amendment, all representations and warranties made by any Credit Party in the Letter of Credit Agreement and the other Credit 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 Letter of Credit Agreement and in the other Credit 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. 2 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. 2 Effective Date;
(c) the execution, delivery and performance of this Amendment are within the Applicants’, Guarantors’ and 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 Applicants, 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 Credit Party enforceable against such Credit 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. 2 Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent:
(a) The Administrative Agent shall have received this Amendment, executed by each Applicant, the Parent, each Guarantor and the Requisite Participants, in such counterparts as shall be acceptable to the Administrative Agent.
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(b) The representations and warranties of each Credit Party contained in this Amendment, the Letter of 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 Letter of 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. 2 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. 2 Effective Date.
(d) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, the Issuers and Participants, as applicable, all retainers, fees and expenses (including the retainers, fees and expenses of the Administrative Agent’s counsel to the extent the Parent has received an invoice therefor) due and payable pursuant to Section 11.3 of the Letter of Credit Agreement or otherwise invoiced to be applied to amounts to become due and payable pursuant to Section 11.3 of the Letter of Credit Agreement, whether in connection with this Amendment or otherwise, on or before the Amendment No. 2 Effective Date.
(e) The Administrative Agent shall have received an effective amendment, in form and substance satisfactory to each Administrative Agent, in respect of the Credit Agreement, dated as of May 10, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Applicants, as borrowers, the Parent, the lenders from time to time party thereto, Crédit Agricole Corporate and Investment Bank, as administrative agent for the Revolving Facility (as defined therein) and the LC Facility (as defined therein), and Barclays Bank PLC, as administrative agent for the Term Facility (as defined therein), executed by each Applicant, the Guarantors and the requisite lenders party to the Credit Agreement.
(f) The Administrative Agent shall have received an effective amendment, in form and substance satisfactory to the Administrative Agent, in respect of the Priming Credit Agreement, by and among the Borrowers party thereto, the Guarantors party thereto and the requisite lenders party to the Priming Credit Agreement.
(g) The Administrative Agent shall have received an effective Forbearance Agreement, in form and substance satisfactory to the Administrative Agent, executed by each Notes Issuer, the Parent, each Subsidiary of the Parent that is party thereto and each of the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Senior Notes party thereto.
6. Post-Closing Deliverables and Undertakings. The Administrative Agent agrees to extend until December 31, 2019 (or such later date permitted by the Administrative Agent in its sole discretion) the delivery of any agreement, document, instrument or certificate described on Schedule 7.14 of the Letter of Credit Agreement and the performance of each of the actions described on Schedule 7.14 of the Letter of Credit Agreement, in each case by the date set forth opposite each such item or action on Schedule 7.14 of the Letter of Credit Agreement.
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7. Reaffirmation of Credit Support.
(a) The Credit Parties acknowledge that on and as of the Amendment No. 2 Effective Date all Obligations are payable without defense, offset, counterclaim or recoupment. Each of the Applicants 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 Letter of Credit Agreement and the other Credit Documents (as amended hereby) pursuant to, each of the Credit Documents (as amended hereby) to which such Credit Support Party is a party shall not be impaired, and each of the Credit 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 Applicants) 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 Letter of Credit Agreement or any other Credit Document to consent to the amendments to the Letter of Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Letter of Credit Agreement (as amended hereby), this Amendment or any other Credit Document (as amended hereby) shall be deemed to require the consent of such Credit Support Party to any future amendments to the Letter of Credit Agreement.
8. Acknowledgments and Agreements.
(a) The Applicants do hereby adopt, ratify, and confirm the Letter of Credit Agreement, as amended hereby, and acknowledge and each agree that the Letter of Credit Agreement, as amended hereby, is and remains in full force and effect, and each Applicant acknowledges and agrees that its liabilities and obligations under the Letter of Credit Agreement, as amended hereby, and the other Credit Documents, are not impaired in any respect by this Amendment.
(b) From and after the Amendment No. 2 Effective Date, all references to the Letter of Credit Agreement and the Credit Documents shall mean the Letter of Credit Agreement and such Credit Documents as amended by this Amendment and the other documents executed pursuant hereto. This Amendment is a Credit Document for the purposes of the provisions of the other Credit 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 Letter of Credit Agreement.
9. Miscellaneous.
(a) Except as specifically modified by this Amendment, the Letter of Credit Agreement and the other Credit 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, Participant or Issuer under, the Letter of Credit Agreement or any of the other Credit Documents.
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10. 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.
11. 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 Letter of Credit Agreement; provided that, notwithstanding anything herein to the contrary, the parties hereto hereby agree that Barclays Bank PLC, in its capacity as Administrative Agent, shall have rights as a third party beneficiary to the terms, conditions and provisions of this Amendment.
12. 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.
13. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO (INCLUDING THE SUBMISSION TO JURISDICTION IN SECTION 11.12 OF THE LETTER OF CREDIT AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
14. Entire Agreement. THIS AMENDMENT, THE LETTER OF CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS.
15. Release. EACH OF THE PARENT, EACH APPLICANT AND THE OTHER CREDIT PARTIES AND THEIR AFFILIATES ON BEHALF OF THEMSELVES AND THEIR FORMER AND CURRENT RELATED PARTIES AND EACH OF THEIR PREDECESSORS, ADMINISTRATIVE AGENT, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “RELEASING PARTIES”) HEREBY ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
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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. 2 EFFECTIVE DATE IN CONNECTION WITH THE LETTER OF CREDIT AGREEMENT, COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT OR ANY CREDIT 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 APPLICANT TO REPAY OR ANY GUARANTOR TO GUARANTEE THE OBLIGATIONS AS PROVIDED IN THE LETTER OF CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT, ANY PARTICIPANT OR ANY ISSUER OR ANY OF THEIR RESPECTIVE CURRENT OR FORMER RELATED PARTIES AND EACH OF THEIR PREDECESSORS, ADMINISTRATIVE AGENT, 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 LETTER OF CREDIT AGREEMENT OR OTHER CREDIT DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS AMENDMENT.
[SIGNATURES BEGIN ON NEXT PAGE]
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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 (AMERICAS), INC., as Borrower | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer |
| MCDERMOTT TECHNOLOGY (US), INC., as Borrower | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer |
| MCDERMOTT TECHNOLOGY, B.V., as Borrower | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Attorney | |
| ▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC., as Parent | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President, Treasurer | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| 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 ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ LA, L.L.C. INTERNATIONAL CONSULTANTS, L.L.C. J. RAY HOLDINGS, INC. ▇▇▇▇▇▇▇▇▇, INC. ▇▇▇▇ PROPERTIES II, INC. ▇▇▇▇ ENERGY SERVICES, INC. ▇▇▇▇ FABRICATORS, INC. ▇▇▇▇ HOME LOUISIANA, LLC ▇▇▇▇ ▇▇ HOLDINGS, L.L.C. ▇▇▇▇ MANAGED SERVICES, LLC ▇▇▇▇ NUCLEAR ENERGY HOLDINGS (UK), INC. ▇▇▇▇ POWER DELIVERY SYSTEMS, INC. ▇▇▇▇ POWER SERVICES, LLC ▇▇▇▇ PROCESS FABRICATORS, INC. ▇▇▇▇ SERVICES, L.L.C. ▇▇▇▇ SSS FABRICATORS, INC. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CATALYTIC DISTILLATION TECHNOLOGIES CB&I INTERNATIONAL ONE, LLC CBI SERVICES, LLC CHEMICAL RESEARCH AND LICENSING, LLC EDS EQUIPMENT COMPANY, LLC ▇▇▇▇▇▇ CONSULTANTS INTERNATIONAL LLC S C ▇▇▇▇▇, L.L.C. ▇▇▇▇ FAR EAST SERVICES, LLC ▇▇▇▇ 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. ▇▇▇▇ NC COMPANY, INC. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| HYDRO MARINE SERVICES, INC. J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC. J. ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇ (AMAZON CHARTERING), INC. MCDERMOTT GULF OPERATING COMPANY, INC. ▇▇▇▇▇▇▇▇▇ INTERNATIONAL MANAGEMENT, S. DE RL. ▇▇▇▇▇▇▇▇▇ INTERNATIONAL TRADING CO., INC. ▇▇▇▇▇▇▇▇▇ INTERNATIONAL VESSELS, INC. J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ FAR EAST, INC. J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ UNDERWATER SERVICES, INC. MCDERMOTT CASPIAN CONTRACTORS, INC. ▇▇▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| CBI PANAMA, S.A. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed as a Deed by | ||
| CB&I MIDDLE EAST HOLDING, INC. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| ENVIRONMENTAL SOLUTIONS (CAYMAN) LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed as a Deed by | ||
| ENVIRONMENTAL SOLUTIONS HOLDING LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| ENVIRONMENTAL SOLUTIONS LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| HIGHLAND TRADING COMPANY, LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | Trace ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed as a Deed by | ||
| OASIS SUPPLY COMPANY, LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| ▇▇▇▇ E & I INTERNATIONAL LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| ▇▇▇▇ OVERSEAS (MIDDLE EAST) LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed as a Deed by | ||
| J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ INTERNATIONAL VESSELS, LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| MCDERMOTT CAYMAN LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed as a Deed by | ||
| OFFSHORE PIPELINES INTERNATIONAL, LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ (NORWAY), AS | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CB&I CANADA LTD. ▇▇▇▇▇▇ CBI, LIMITED LUTECH RESOURCES CANADA LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT 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. ▇▇▇▇▇▇▇ FINANCE COMPANY B.V. ▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Attorney | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| NOVOLEN TECHNOLOGY HOLDINGS C.V. | ||
| By: | McDermott Technology (3), B.V., acting in its capacity as general partner | |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Attorney | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed by J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ (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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature of Attorney |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature of Attorney |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name of Attorney (print) |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT 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: |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature of Attorney |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name of Attorney (print) |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CHICAGO BRIDGE & IRON (ANTILLES) N.V. ▇▇▇▇▇▇▇▇▇ INTERNATIONAL MARINE INVESTMENTS N.V. MCDERMOTT OVERSEAS INVESTMENT CO. N.V. VARSY INTERNATIONAL N.V. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Attorney | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| SIGNED AND DELIVERED for and on behalf of and as the deed of CB & I FINANCE COMPANY LIMITED by its lawfully appointed attorney | ||||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the presence of: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attorney | |||
| (Signature of Witness): /s/ ▇▇▇▇▇ ▇▇▇▇▇
(Name of Witness): ▇▇▇▇▇ ▇▇▇▇▇
(Address of Witness): ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Occupation of Witness): Paralegal | ||||
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| ▇▇▇▇▇ & CO LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| CB&I CONSTRUCTORS LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| CB&I GROUP UK HOLDINGS | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| CB&I HOLDINGS (UK) LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| CB&I LONDON | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| CB&I PADDINGTON LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| CB&I POWER LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| CB&I UK LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| CBI UK CAYMAN ACQUISITION LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| ▇▇▇▇▇▇ CONSULTANTS INTERNATIONAL LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| LUTECH RESOURCES LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| OXFORD METAL SUPPLY LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| PIPEWORK ENGINEERING AND DEVELOPMENTS LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| ▇▇▇▇ ▇▇▇▇ LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| ▇▇▇▇ GROUP UK LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| WHESSOE PIPING SYSTEMS LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| Executed and Delivered as a Deed by | ||
| MCDERMOTT HOLDINGS (U.K.) LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
| Executed and Delivered as a Deed by | ||
| MCDERMOTT MARINE CONSTRUCTION LIMITED | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer | |
| Witnessed | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Paralegal | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CBI EASTERN ANSTALT | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ DE MEXICO, S.A. DE ▇.▇. ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇, S. DE ▇. ▇. DE C.V. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
| CHICAGO BRIDGE DE MÉXICO, S.A. DE C.V. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CB&I NEDERLAND B.V. CB&I OIL & GAS EUROPE B.V. ▇▇▇▇▇▇ TECHNOLOGY HEAT TRANSFER B.V. LUTECH RESOURCES B.V. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Attorney | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CHARTERING COMPANY (SINGAPORE) PTE. LTD J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ (QINGDAO) PTE. LTD. MCDERMOTT ASIA PACIFIC PTE. LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
| CB&I GLOBAL OPERATIONS INTERNATIONAL, PTE. LTD. CB&I GLOBAL OPERATIONS US PTE. LTD. CB&I SINGAPORE PTE. LTD. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Person | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| CB&I EL DORADO, INC. CB&I LLC CHICAGO BRIDGE & IRON COMPANY J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ TECHNOLOGY, INC. ▇▇▇▇▇▇ GASIFICATION TECHNOLOGY LICENSING LLC MCDERMOTT BLACKBIRD HOLDINGS, LLC ▇▇▇▇▇▇▇▇▇ INVESTMENTS, LLC OPI VESSELS, INC. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 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. ▇▇▇▇-▇▇▇▇▇ ENGINEERS, LTD. ▇▇▇▇-▇▇▇▇▇ HOLDINGS, L.L.C. ▇▇▇▇-▇▇▇▇▇ INTERNATIONAL MANAGEMENT, LLC ▇▇▇▇-▇▇▇▇▇ INTERNATIONAL, L.L.C. ▇▇▇▇-▇▇▇▇▇ MANAGEMENT, L.L.C. J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ SOLUTIONS, INC. ▇▇▇▇▇▇ TECHNOLOGY INTERNATIONAL LLC ▇▇▇▇▇▇ TECHNOLOGY LLC ▇▇▇▇▇▇ TECHNOLOGY OVERSEAS LLC ▇▇▇▇▇▇ TECHNOLOGY SERVICES LLC ▇▇▇▇▇▇ 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. ▇▇▇▇ CONNEX, INC. ▇▇▇▇ INTERNATIONAL INC. ▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ HOLDINGS, LLC MCDERMOTT FINANCE L.L.C. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President, Treasurer | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Attorney | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| ▇▇▇▇ BENECO, INC. ▇▇▇▇ MANAGEMENT SERVICES ONE, INC. ▇▇▇▇ TRANSMISSION & DISTRIBUTION SERVICES, INC. ▇▇▇▇ INTERNATIONAL MANAGEMENT SERVICES TWO, INC. ▇▇▇▇ POWER TECHNOLOGIES, INC. | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | President | |
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| ADMINISTRATIVE AGENT: |
BARCLAYS BANK PLC, as Administrative Agent | |||||
| By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Title: |
Managing Director | |||||
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| PARTICIPANT: |
BARCLAYS BANK PLC, as a Participant | |||||
| By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Title: |
Managing Director | |||||
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| PARTICIPANT: |
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Participant | |||||
| By: |
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| Name: |
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| Title: |
Managing Director | |||||
| By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||
| Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||
| Title: |
Director | |||||
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| PARTICIPANT: |
ABN AMRO CAPITAL USA LLC, as a Participant | |||||
| By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | |||||
| Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | |||||
| Title: |
Director | |||||
| By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| Title: |
Executive Director | |||||
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT
| PARTICIPANT: |
ROYAL BANK OF CANADA, as a Participant | |||||
| By: |
/s/ H. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
| Name: |
H. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
| Title: |
Authorized Signature | |||||
SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT