0001564590-17-001831 Sample Contracts

ASSUMPTION AGREEMENT
Assumption Agreement • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Assumption Agreement dated as of January 27, 2017 (this “Assumption Agreement”), is made by McDermott Asia Pacific Sdn. Bhd., a Malaysian company limited by shares (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)).

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ASSUMPTION AGREEMENT
Assumption Agreement • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Assumption Agreement dated as of January 27, 2017 (this “Assumption Agreement”), is made by McDermott Asia Pacific Sdn. Bhd., a Malaysian company limited by shares (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.

ASSUMPTION AGREEMENT
Assumption Agreement • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Assumption Agreement dated as of February 15, 2017 (this “Assumption Agreement”), is made by McDermott (Amazon Chartering), Inc., a Panamanian corporation (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)).

FOURTH SUPPLEMENTAL INDENTURE AND GUARANTEE
Fourth Supplemental Indenture and Guarantee • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Fourth Supplemental Indenture and Guarantee, dated as of February 15, 2017 (this “Supplemental Indenture” or “Guarantee”), among McDermott (Amazon Chartering), Inc., a Panamanian corporation (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 • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Assumption Agreement dated as of February 15, 2017 (this “Assumption Agreement”), is made by McDermott (Amazon Chartering), Inc., a Panamanian corporation (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.

McDERMOTT INTERNATIONAL, INC. Amended and Restated Performance Share Grant Agreement (Amended and Restated February 17, 2017)
Share Grant Agreement • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops)

The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of performance shares (“Performance Shares”) under the 2009 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”) on March 6, 2014 (the “Date of Grant”). The provisions of the Plan are incorporated herein by reference.

THIRD SUPPLEMENTAL INDENTURE AND GUARANTEE
Third Supplemental Indenture and Guarantee • February 21st, 2017 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This Third Supplemental Indenture and Guarantee, dated as of January 27, 2017 (this “Supplemental Indenture” or “Guarantee”), among McDermott Asia Pacific Sdn. Bhd., a Malaysian company limited by shares (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.

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