0001193125-15-347010 Sample Contracts

AMENDMENT NO. 1 AND COMMITMENT INCREASE SUPPLEMENT
Credit Agreement • October 19th, 2015 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This AMENDMENT NO. 1 AND COMMITMENT INCREASE SUPPLEMENT (this “Commitment Increase Supplement”) is made as of October 13, 2015 by and among McDermott International, Inc., a Panamanian corporation (the “LC Borrower”), Crédit Agricole Corporate and Investment Bank, as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), and the parties signatory hereto as Issuers, the Increasing Lenders (hereinafter defined) and the Added Lenders (hereinafter defined).

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SECOND SUPPLEMENTAL INDENTURE AND GUARANTEE
Second Supplemental Indenture and Guarantee • October 19th, 2015 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Second Supplemental Indenture and Guarantee, dated as of October 13, 2015 (this “Supplemental Indenture” or “Guarantee”), among Eldridge Pte. Ltd., a corporation organized and existing under the laws of Singapore (the “New Guarantor”), McDermott International, Inc., as the Issuer, each existing Guarantor under the Indenture referred to below, Wells Fargo Bank, National Association, as Trustee, paying agent and registrar under such Indenture and Wells Fargo Bank, National Association, as Collateral Agent under such Indenture.

ASSUMPTION AGREEMENT
Assumption Agreement • October 19th, 2015 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Assumption Agreement dated as of October 13, 2015 (this “Assumption Agreement”), is made by Eldridge Pte. Ltd., a company incorporated under the laws of Singapore (the “Additional Grantor”), in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Second Lien Pledge and Security Agreement (as defined below)).

ASSUMPTION AGREEMENT
Assumption Agreement • October 19th, 2015 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Assumption Agreement dated as of October 13, 2015 (this “Assumption Agreement”), is made by Eldridge Pte. Ltd., a company incorporated under the laws of Singapore (the “Additional Grantor”), in favor of Crédit Agricole Corporate and Investment Bank (“CA CIB”), as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the Lenders and the Issuers and collateral agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties.

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