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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 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 thefollowing 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 registeredCommon 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 thischapter) 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Cautionary Note Regarding Forward-Looking Statements

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott International, Inc. (“McDermott,” “we”or “us”) cautions that statements made in this Current Report on Form 8-K that are forward-looking, and provide other than historical information, involverisks, contingencies and uncertainties that may impact McDermott’s actual results of operations. These forward-looking statements include, among otherthings, statements about near-term liquidity challenges, credit availability, satisfaction of conditions, long-term value creation opportunities, timing andanticipated proceeds from sales of businesses, expected timetables and expected profitability of projects discussed herein, expected liquidity and expecteddebt maturities. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that thoseexpectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks,contingencies and uncertainties, including, among others: risks attendant to ongoing negotiations with various third parties; adverse changes in the marketsin which we operate or credit or capital markets; our inability to execute on contracts in backlog successfully; changes in project design or schedule; theavailability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications andactions by customers and other business counterparties; changes in industry norms; negotiations with third parties with respect to the potential sale of theLummus Technology division; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or ifunderlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-lookingstatements. For a more complete discussion of these and other risk factors, please see McDermott’s filings with the SEC, including its annual report onForm 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. Except to the extent required by applicable law, weundertake no obligation to update or revise any forward-looking statement.

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Credit Agreements

On October 21, 2019, McDermott, as a guarantor, McDermott Technology (Americas), Inc. (“MTA”), McDermott Technology (US), Inc. (“MTUS”) andMcDermott Technology, B.V. (“MTBV”), each a wholly owned subsidiary of McDermott, as co-borrowers, and various other subsidiaries, as guarantors(the “Guarantors”), entered into Consent and Amendment No. 1 (the “Credit Agreement Amendment”) to the Credit Agreement, dated May 10, 2018 (the“Credit Agreement”), by and among MTA, MTUS and MTBV, as co-borrowers, McDermott, as a guarantor, the Guarantors, a syndicate of lenders andletter of credit issuers, Barclays Bank PLC, as administrative agent for the term facility under the Credit Agreement, and Crédit Agricole Corporate andInvestment Bank, as administrative agent for the other facilities under the Credit Agreement. Also, on October 21, 2019, McDermott, as a guarantor, andMTA, MTUS and MTBV, as co-applicants, and the Guarantors, entered into that certain Consent and Amendment No. 1 (the “LC Agreement Amendment”)to the Letter of Credit Agreement dated October 30, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Letter ofCredit Agreement”), by and among McDermott, as guarantor, MTA, MTUS and MTBV, as co-applicants, and the Guarantors.

The Credit Agreement Amendment, among other things, amends the compliance levels for McDermott’s leverage ratio, fixed charge coverage ratio andminimum liquidity covenant for each fiscal quarter through December 31, 2021. The Credit Agreement Amendment also modifies certain affirmativecovenants, negative covenants and events of default to, among other things, make changes to allow for the incurrence of indebtedness and pledge of assetsunder the Superpriority Credit Agreement (as defined below). The Credit Agreement Amendment also modifies the participation fee we are charged to 5%for newly issued letters of credit or with respect to the increased amount of existing letters of credit.

Like the Credit Agreement Amendment, the LC Agreement Amendment amends, among other things, the compliance levels for McDermott’s leverageratio, fixed charge coverage ratio and minimum liquidity covenant for each fiscal quarter though December 31, 2021. The LC Agreement Amendment alsomodifies (i) the event of default provisions and (ii) covenant provisions in the same manner as provided in the Credit Agreement Amendment. The LCAgreement Amendment also modifies the participation fee we are charged to 5% for newly issued letters of credit or with respect to the increased amount ofexisting letters of credit.

The foregoing descriptions of the Credit Agreement Amendment and the LC Agreement Amendment are qualified in their entirety by reference to the fulltext of the Credit Agreement Amendment and the LC Agreement Amendment, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively, tothis report and are incorporated into this Item 1.01 by reference.

New Superpriority Credit Agreement

On October 21, 2019, McDermott, as a guarantor, entered into a new superpriority senior secured credit agreement (the “Superpriority Credit Agreement”)with MTA, MTUS and MTBV, as co-borrowers (collectively, the “Borrowers”), a syndicate of lenders and letter of credit issuers, Barclays Bank PLC, asadministrative agent for the New Term Facility (as defined below), and Crédit Agricole Corporate and Investment Bank, as administrative agent for theNew LC Facility (as defined below).

Proceeds of the loans under the New Term Facility are to be used for general corporate purposes and to pay fees and expenses in connection with theSuperpriority Credit Agreement and related transactions.

The Superpriority Credit Agreement provides for borrowings and letters of credit in an aggregate principal amount of $1.7 billion, consisting of (1) a$1.3 billion term loan facility (the “New Term Facility”) and (2) a $400 million letter of credit facility (the “New LC Facility”).

Upon the closing of the Superpriority Credit Agreement, we were provided access to $650 million of capital, comprised of $550 million under the NewTerm Facility, before reduction for related fees and expenses, and $100 million under the New LC Facility. Subject to satisfaction of certain conditionsspecified in the Superpriority Credit Agreement, including, certain conditions that require approval of the lenders (in their discretion), a second tranche of$350 million of capital (comprised of $250 million under the New Term Facility and $100 million under the New LC Facility) (“Tranche B”) will be madeavailable to the Borrowers between November 30, 2019 and December 31, 2019, a third tranche of $150 million under the New Term Facility (“TrancheC”) will be made available to the Borrowers between December 30, 2019 and March 31, 2020 and a fourth tranche of $550 million of capital (comprised of$350 million under the New Term Facility and $200 under the New LC Facility) (“Tranche D”) will be made available to the Borrowers betweenJanuary 31, 2020 and March 31, 2020. The New Term Facility and the New LC Facility are scheduled to mature on October 21, 2021.

The indebtedness and other obligations under the Superpriority Credit Agreement are unconditionally guaranteed by McDermott and substantially all of itsdirect and indirect wholly owned subsidiaries (the “Superpriority Guarantors”), other than several captive insurance subsidiaries and certain otherdesignated or immaterial subsidiaries. The indebtedness and other obligations under the Superpriority Credit Agreement are secured by super-priority lienson substantially all of the Borrowers’, McDermott’s and the other Superpriority Guarantors’ assets.

The New Term Facility and the New LC Facility will bear interest at the Borrowers’ option at either (1) the Eurodollar rate plus a margin of 10.00% peryear or 10.00%, respectively, or (2) the base rate plus a margin of 9.00% per year in each case. The Borrowers are charged a commitment fee of 1.50% peryear on the daily amount of the unused portions of the commitments under the New LC Facility. Additionally, with respect to all letters of creditoutstanding under the New LC Facility, the Borrowers are charged a fronting fee of 0.50% per year. The Borrowers are also required to pay customaryissuance fees and other fees and expenses in connection with the issuance of letters of credit under the New LC Facility. We paid upfront fees, commitmentfees, agent fees and other fees to certain lenders, arrangers and agents for the Superpriority Credit Agreement.

The Superpriority Credit Agreement includes mandatory commitment reductions and prepayment requirements in connection with certain asset sales andcasualty events. In addition, we will be required to make an annual prepayment of loans under the New Term Facility and reduce commitments under theNew LC Facility with 75% of “excess cash flow” (as defined in the Superpriority Credit Agreement). The Superpriority Credit Agreement otherwise onlyrequires periodic interest payments until maturity. Certain mandatory prepayments and voluntary prepayment of loans under the New Term Facility must beaccompanied with a payment of a premium of (x) during the first six months (other than with respect prepayments for certain asset sales), up to the greaterof 3.0% of the aggregate principal amount of term loans being repaid and the sum of the present values of the term loans, being repaid, the accrued intereston such term loans and 3.0% of the principal amount of such term loans and (y) during the period after the first six months but prior to the eighteenth monthanniversary (and with respect to prepayments for certain asset sales), 3.0% of the aggregate principal amount of term loans being repaid. The Borrowersmay terminate in whole or reduce in part the unused portion of the New LC Facility at any time without premium or penalty (other than customary LIBORbreakage costs), subject to certain notice requirements.

The Superpriority Credit Agreement requires McDermott to comply with the following financial covenants:

• limitations on specified variances from receipts and disbursements set forth in McDermott’s budget;

• minimum Adjusted EBITDA (as defined in the Superpriority Credit Agreement), tested on a trailing four quarters basis on a quarterly basis;

• minimum liquidity of no less than $75 million at any time; and

• maximum cost adjustments to specified projects for the quarter ended September 30, 2019 not to exceed $260 million.

The Superpriority Credit Agreement contains various affirmative covenants, including requirements that provide that:

• McDermott will appoint a Chief Transformation Officer to report to McDermott’s CEO and the Board of Directors (the “Board”) ofMcDermott;

• concurrently with the funding of Tranche B, Tranche C and Tranche D as described above, participating lenders would receive equity in

McDermott totaling up to an aggregate of 15% of McDermott’s total issued and outstanding shares of common stock, par value $1.00 per share(“Common Stock”), (on a pro rata basis relative to each lender’s commitment amount); and

• in addition to customary periodic financial reporting obligations, McDermott will deliver periodic cash flow forecasts and variance reports tothe lenders under the Superpriority Credit Agreement.

The Lenders’ obligation to fund Tranche B, Tranche C and Tranche D under the Superpriority Credit Agreement are subject in all cases to their consent.McDermott expects that, prior to approving the funding of Tranche B, Tranche C or Tranche D, the Lenders will require McDermott to deliver additionalfinancial information to the Lenders and their advisors about McDermott, including updates on McDermott’s short-term cash flows and McDermott’sprogress in evaluating all potential alternatives to reduce leverage.

The Superpriority Credit Agreement contains customary negative covenants that limit McDermott’s and each of its restricted subsidiaries’ ability to takecertain actions, including: incurring or prepaying certain indebtedness; granting liens; engaging in mergers; selling assets; making investments and otherrestricted payments; engaging in transactions with affiliates; entering into sale and leaseback transactions; making certain capital expenditures; and enteringinto certain hedging transactions.

The Superpriority Credit Agreement contains customary events of default for a senior secured credit facility. If an event of default relating to a bankruptcyor other insolvency event occurs, all obligations under the Superpriority Credit Agreement will immediately become due and payable. If any other event ofdefault exists under the Superpriority Credit Agreement, the lenders may accelerate the maturity of the obligations outstanding under the SuperpriorityCredit Agreement and exercise other rights and remedies. In addition, if any event of default exists under the Superpriority Credit Agreement, the lendersmay commence foreclosure or other actions against the collateral.

The foregoing description of the Superpriority Credit Agreement is qualified in its entirety by reference to the Superpriority Credit Agreement, a copy ofwhich is filed as Exhibit 10.3 to this report, and is incorporated by reference into this Item 1.01.

Consent and Waiver Agreement

On October 21, 2019, in consideration for the Preferred Stockholders’ (as defined below) consent to enter into the Superpriority Credit Agreement, theCredit Agreement Amendment and the LC Agreement Amendment, McDermott entered into a Consent and Waiver Agreement (the “Consent and WaiverAgreement”) with West Street Capital Partners VII Offshore Investments, L.P., West Street Capital Partners VII – Parallel B, L.P., West Street CapitalPartners VII B, L.P. and Apicorp Managed Account Investment Vehicle, L.P. (collectively, the “Preferred Stockholders”). Pursuant to the Consent andWaiver Agreement, McDermott agreed to issue to the Preferred Stockholders (i) shares of McDermott’s 12% Redeemable Preferred Stock (the “PreferredStock”) in an aggregate amount equal to 3.0% of the Accreted Value (as defined in the Certificate of Designation providing for the designations,preferences, limitations and relative rights, voting, redemption and other rights and the qualifications, limitations or restrictions of the Preferred Stock (the“Certificate of Designations”)) and (ii) a number of Series A warrants to purchase Common Stock with an initial exercise price per share of $0.01, subject tocertain adjustments (the “Series A Warrants”) equal to the product of 1.5% times the total number of shares of Common Stock outstanding as of October 21,2019. Additionally, McDermott agreed to increase the Dividend Rate (as defined in the Certificate of Designations) and the PIK Dividend Rate (as definedin the Certificate of Designations) to 14.0% per annum and 15.0% per annum, respectively, per share of Preferred Stock.

The foregoing description of the Consent and Waiver Agreement is qualified in its entirety by reference to the Consent and Waiver Agreement, a copy ofwhich is filed as Exhibit 10.4 to this report, and is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation

On October 21, 2019, McDermott entered into certain direct financial obligations under the Credit Agreement Amendment, the LC Agreement Amendmentand the Superpriority Credit Agreement and borrowings under the Superpriority Credit Agreement. The information regarding the Credit AgreementAmendment, the LC Agreement Amendment and the Superpriority Credit Agreement set forth in Item 1.01 of this Current Report is incorporated byreference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

On October 21, 2019, in connection with and as consideration for the entry into the Superpriority Credit Agreement or the Credit Agreement Amendmentand the LC Agreement Amendment, McDermott has agreed to issue, on or before the date that each of Tranche B, Tranche C and Tranche D is funded, anaggregate of approximately 27.3 million shares of Common Stock to lenders. Alternatively, McDermott may issue securities convertible or exercisable for,or securities substantially equivalent to, Common Stock. Those issuances are conditioned upon the funding by the Lenders of the applicable tranche. Inconnection with such issuances, McDermott expects to enter into a registration rights agreement pursuant to which any shares of Common Stock issued (orissuable upon conversion or exchange) will be registered with the Securities and Exchange Commission.

As described under Item 1.01, pursuant to the Consent and Waiver Agreement, McDermott will issue to the Preferred Stockholders 3.0% of the AccretedValue of the Preferred Stock and a number of Series A warrants equal to the product of 1.5% times the total number of shares of Common Stockoutstanding as of October 21, 2019, in exchange for their consent for the entry into the Superpriority Credit Agreement, the Credit Agreement Amendmentand the LC Agreement Amendment. The Preferred Stock is convertible or exchangeable for Common Stock only upon election of the PreferredStockholders upon a change of control of McDermott. The information under the heading “Consent and Wavier Agreement” set forth in Item 1.01 of thisCurrent Report is incorporated by reference into this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

Retention Bonus Award Agreements

On October 17, 2019, in connection with entry into the Superpriority Credit Agreement, the Board approved a form of Retention Bonus Award Agreement(the “Retention Bonus Award Agreement”) for David Dickson, President and Chief Executive Officer, Samik Mukherjee, Group Senior Vice President,Projects and Stuart Spence, Executive Vice President and Chief Financial Officer. The Retention Bonus Award Agreement provides for the payment of cashretention bonuses (each, a “Retention Bonus”) of $3,375,000, $1,400,000 and $1,300,000 to each of Messrs. Dickson, Mukherjee and Spence, respectively.Each Retention Bonus will be payable as follows:

• 1/3 of the Retention Bonus will be paid on the effective date of the Retention Bonus Award Agreement (the “First Retention Payment”);

• 1/3 of the Retention Bonus will be paid on the date of funding of Tranche B (the “Second Retention Payment”); and

• 1/3 of the Retention Bonus will be paid on the date of funding of Tranche C (the “Third Retention Payment”).

If the executive is terminated for cause or voluntarily terminates without good reason the executive will be required to repay the applicable portion of theafter-tax value of the Retention Bonus as follows: (i) the after-tax value of the First Retention Payment if such termination occurs before April 17, 2020, (ii)the after-tax value of the Second Retention Payment if such termination occurs before the six month anniversary of its payment, and (iii) the after-tax valueof the Third Retention Payment if such termination occurs before December 31, 2020.

Also on October 17, 2019, the Board approved a form of Retention Bonus Award Agreement for other executive officers of McDermott (the “RetentionBonus Award Agreement for Other Officers”). The Retention Bonus Award Agreement for Other Officers provides for the payment of a cash RetentionBonus to executive officers of McDermott, including John M. Freeman, Executive Vice President, Chief Legal Officer and Corporate Secretary, and IanPrescott, Senior Vice President, Asia Pacific, in the amount of $510,000 and $425,000, respectively. Under the Retention Bonus Award Agreement forOther Officers, if the executive is terminated for any reason other than due to a Qualifying Termination (as defined in the Retention Bonus AwardAgreement for Other Officers) prior to December 31, 2020, the executive will be obligated to repay to McDermott the after-tax value of the RetentionBonus.

Item 7.01 Regulation FD Disclosure.

Press Release

On October 21, 2019, McDermott issued a press release announcing that it had entered into the Credit Agreement Amendment, the LC AgreementAmendment and the Superpriority Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by referenceherein.

Cleansing Material

In connection with the entry into the Credit Agreement Amendment, the LC Agreement Amendment, and the Superpriority Credit Agreement, we enteredinto separate non-disclosure agreements (the “Non-Disclosure Agreements”) with certain of the lenders under the Credit Facilities (the “Restricted Parties”)to facilitate discussions regarding a refinancing or restructuring of McDermott’s existing indebtedness or the sale of our Lummus Technology division.Pursuant to the Non-Disclosure Agreements, the Restricted Parties have been provided with confidential information regarding McDermott and its business(the “Cleansing Material”). We are obligated to disclose the Cleansing Material pursuant to the terms of the applicable Non-Disclosure Agreements. A copyof the Cleansing Material is furnished as Exhibit 99.2 to this report. The Cleansing Material contains all confidential information delivered to the RestrictedParties that constituted material non-public information regarding McDermott.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 hereto shall not be deemed to be “filed” for purposes of Section 18 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by McDermott under theSecurities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

Liquidity Update

Based on updated financial forecasts reflecting, among other things, potential adjustments on certain projects, we determined in September 2019 that therewas a significant level of uncertainty as to whether we would be in compliance with certain financial covenants in the second half of 2019, including theleverage ratio, fixed charge coverage ratio and minimum liquidity covenant, under the Credit Agreement and the Letter of Credit Agreement (before givingeffect to the amendments described in Item 1.01 of this report). If we were not in compliance with these financial covenants for either of the last two fiscalquarters of 2019, we may have triggered an event of default under the Credit Agreement and the Letter of Credit Agreement, and a potential cross defaultunder the Indenture, dated April 18, 2018, by and among MTA, MTUS, McDermott, the other guarantors party thereto, and Wells Fargo Bank, NationalAssociation, as trustee, governing our 10.625% senior notes due 2024.

As a result of the uncertainty described above and our ongoing minimum liquidity requirements, we proactively engaged legal and financial advisors toevaluate our financial position and to address our liquidity concerns. As a result of this evaluation, we determined to enter into the Credit AgreementAmendment and LC Agreement Amendment, as well as the Superpriority Credit Agreement, each as described in this report, which we believe will addressour liquidity concerns in the near term and allow us to continue to evaluate all potential long-term solutions to our liquidity needs. However, we can provideno assurance that we will meet all the conditions and other requirements to receiving the access to the additional capital from Tranches B through D underthe Superpriority Credit Agreement, and our inability to obtain this capital or execute an alternative solution to our liquidity needs could have a materialadverse effect on our securityholders.

Appointment of Chief Transformation Officer

On October 21, 2019, the Board appointed John R. Castellano, Managing Director at AlixPartners, LLP, and an authorized representative of AP Services,LLC, to act as McDermott’s Chief Transformation Officer. Mr. Castellano was appointed pursuant to a requirement in the Superpriority Credit Agreementas a condition to providing the funding thereunder.

Advisors to the Lenders

Certain of the lenders and letter of credit issuers were advised by Bracewell LLP (as legal counsel) and FTI Consulting, Inc. (as financial advisor) andBarclays Bank PLC was advised by Latham & Watkins LLP (as legal counsel). In addition, certain of the lenders were advised by Davis Polk & WardwellLLP (as legal counsel) and Centerview Partners LLC (as financial advisor).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number Description

10.1 Consent and Amendment No. 1 to Credit Agreement, dated as of May 10, 2018, by and among McDermott International, Inc., McDermottTechnology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter ofcredit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, asadministrative agent.

10.2 Consent and Amendment No. 1 to Letter of Credit Agreement, dated as of October 30, 2018, by and among McDermott International, Inc.,as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent.

10.3 Superpriority Senior Secured Credit Agreement, dated as of October 21, 2019, by and among McDermott International, Inc., a syndicate oflenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, andBarclays Bank PLC, as administrative agent.

10.4 Consent and Waiver Agreement, dated October 21, 2019, by and among McDermott International, Inc., West Street Capital Partners VIIOffshore Investments, L.P., West Street Capital Partners VII – Parallel B, L.P., West Street Capital Partners VII B, L.P. and Apicorp ManagedAccount Investment Vehicle, L.P.

99.1 Press Release dated October 21, 2019.

99.2 Cleansing Presentation

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 undersignedhereunto duly authorized.

MCDERMOTT INTERNATIONAL, INC.

Dated: October 21, 2019 By: /s/ Stuart A. Spence

Stuart A. SpenceExecutive Vice President and Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. aDelaware corporation (“MTUS”), McDermott Technology B.V., a private company with limited liability (besloten vennootschap met beperkteaansprakelijkheid) 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,the LC Lenders party hereto, the Cash Secured LC Issuers party hereto the Swing Loan Lender party hereto, in each case, as defined in the CreditAgreement (as defined below), and the Guarantors, as defined in the Credit Agreement (as defined below).

RECITALS

A. Whereas, reference is made to that certain Credit Agreement dated as of May 10, 2018 among the Borrowers, the Parent, the Lenders and Issuersparty thereto from time to time (“Lenders”), Credit Agricole Corporate and Investment Bank (the “Revolving and LC Administrative Agent”) and BarclaysBank 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 and LC 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 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 goodand 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 meaningsassigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such termin 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 tothis Amendment, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendmentshall refer to this Amendment as a whole and not to any particular provision of this Amendment. The term “including” means “including, withoutlimitation,”.

Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings arenot 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 the Credit Agreement shall beamended effective as of Amendment No. 1 Effective Date by deleting the stricken text (indicated textually in the same manner as the following example:stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth inthe pages of the Credit Agreement attached as Exhibit A hereto.

4. Representations and Warranties. Each Loan Party represents and warrants that:

(a) after giving effect to this Amendment, all representations and warranties made by any Loan Party in the Credit Agreement and the otherLoan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the representations andwarranties in the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification are true and correct inall 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 andwarranties 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 EffectiveDate;

(c) the execution, delivery and performance of this Amendment are within the Borrowers’, Guarantors’ and Parent’s corporate, limitedliability company, partnership or other organizational powers, as applicable, and have been duly authorized by appropriate organizational and governingaction 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 itsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to generalprinciples 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 theparties 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 RequisiteLenders and the Requisite Liquidity Lenders in such counterparts as shall be acceptable to each Administrative Agent.

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(b) The representations and warranties of each Loan Party contained in this Amendment, the Credit Agreement and the other LoanDocuments that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations andwarranties set forth in this Amendment, the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effectqualification 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. 1Effective Date.

(d) There shall have been paid to each Administrative Agent, for the account of each Administrative Agent, the Collateral Agent, the Issuersand the Lenders, as applicable, all retainers, fees and expenses (including the retainers, fees and expenses of FTI Consulting, Inc. and Centerview PartnersLLC and of each Administrative Agent’s and Collateral Agent’s counsel in each relevant jurisdiction to the extent the Parent has received an invoicetherefor) due and payable pursuant to Section 11.3 of the Credit Agreement or otherwise invoiced to be applied to amounts to become due and payablepursuant to Section 11.3 of the Credit Agreement, whether in connection with this Amendment or otherwise, on or before the Amendment No. 1 EffectiveDate.

(e) Each Administrative Agent shall have received an effective amendment, in form and substance satisfactory to each AdministrativeAgent, in respect of the Letter of Credit Agreement, dated as of October 30, 2018 (as amended, supplemented, restated or otherwise modified from time totime, the “Letter of Credit Agreement”), by and among the Borrowers, as applicants, the Parent, the participants and the issuers from time to time partythereto, and Barclays, as administrative agent, executed by each Borrower, the Guarantors and the requisite lenders party to the Letter of Credit Agreement.

(f) Each Administrative Agent shall have received a copy of the Priming Credit Agreement, in form and substance satisfactory to eachAdministrative Agent, executed by each Borrower party thereto, the Guarantors party thereto, and the financial institutions party thereto as lenders, and the“Effective Date” (as defined in such Priming Credit Agreement) shall occur substantially simultaneously with the Amendment No. 1 Effective Date.

(g) Each Administrative Agent shall have received the Closing Date Financial Statements (as defined in the Priming Credit Agreement) andthe Projections (as defined in the Priming Credit Agreement).

6. Local Counsel Advice & Further Assurances. At any time and from time to time, upon the request of the Collateral Agent, and at the sole expenseof the Loan Parties, the Loan Parties shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents andtake such further actions as the Collateral Agent may reasonably request to be taken, whether in the United States or outside the United States, for thepurpose of obtaining or preserving the full benefits of the Loan Documents upon execution of this Amendment and of the rights and powers therein granted,including, the filing of any financing

-3-

or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction within or without the United States with respect to the securityinterests and other obligations created by the Loan Documents.

7. Reaffirmation of Credit Support.

(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 andconsents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of suchCredit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the Indebtedness, obligations and liabilitiesevidenced by the Credit Agreement and the other Loan Documents (as amended hereby) pursuant to, each of the Loan Documents (as amended hereby) towhich 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 Partyis 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 effectivenessset 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 theamendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement (as amended hereby), this Amendmentor any other Loan Document (as amended hereby) shall be deemed to require the consent of such Credit Support Party to any future amendments to theCredit Agreement.

8. Acknowledgments and Agreements.

(a) The Borrowers do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledge and each agree that theCredit Agreement, as amended hereby, is and remains in full force and effect, and each Borrower acknowledges and agrees that its liabilities and obligationsunder 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 suchCredit Agreement and such Loan Documents as amended by this Amendment and the other documents executed pursuant hereto. This Amendment is aLoan 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.

-4-

9. Miscellaneous.

(a) Except as specifically modified by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force andeffect 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 ofany right, power or remedy of any Agent, Lender or Issuer under, the Credit Agreement or any of the other Loan Documents.

(c) The Lenders and Issuers party hereto hereby authorize and direct the applicable Administrative Agent, in its capacity as such, to executeand deliver the “Act of Parity Debtholders & Act of Secured Debtholders” in substantially the form attached hereto as Exhibit B hereto.

10. Cooperation with Advisors. Upon reasonable advance notice, the Borrowers and the Parent will provide FTI Consulting, Inc. and CenterviewPartners LLC with reasonable access, during normal business hours, to the books and records of the Parent and its Subsidiaries and the management andadvisors of the Parent and each Subsidiary, provided, that (x) such access does not unreasonably interfere with the normal business operations of the Parentor any of its Subsidiaries or Affiliates, and (y) nothing herein will require the Borrowers or the Parent to provide access to or disclose any information if, inthe good faith reasonable belief of the Borrowers or the Parent after consultation with outside counsel, such access or disclosure (1) would waive any legalprivilege or (2) would be in violation of applicable law or the provisions of any material agreement (including a confidentiality agreement) to which theParent or any of its Subsidiaries or Affiliates is a party.

11. Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of whichwhen 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 bedetached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery ofan executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manuallyexecuted counterpart hereof.

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

13. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of theremaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace theillegal, invalid or unenforceable provisions with valid provisions

-5-

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 aparticular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO (INCLUDING THESUBMISSION TO JURISDICTION IN SECTION 11.12 OF THE CREDIT AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUEDAND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTSOF LAWS PROVISIONS.

15. Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS COLLECTIVELYREPRESENT THE FINAL AGREEMENT BY AND AMONG LENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES AND MAYNOT 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 AMONGLENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES.

16. Release. EACH OF THE PARENT, EACH BORROWER AND THE OTHER LOAN PARTIES AND THEIR AFFILIATES ONBEHALF 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 AGREESTHAT IT DOES NOT HAVE ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, ORLIABILITIES 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 THEAMENDMENT NO. 1 EFFECTIVE DATE IN CONNECTION WITH THE CREDIT AGREEMENT, COLLATERAL AGENCY ANDINTERCREDITOR 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 OFTHE LIABILITY OF ANY BORROWER TO REPAY OR ANY GUARANTOR TO GUARANTEE THE OBLIGATIONS AS PROVIDED INTHE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANYKIND OR NATURE FROM ANY AGENT, ANY LENDER OR ANY ISSUER OR ANY OF THEIR RESPECTIVE CURRENT OR FORMERRELATED 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 VALUABLECONSIDERATION RECEIVED, RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES FROM ALL POSSIBLE CAUSESOF ACTION (AS DEFINED

-6-

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 LOANDOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS AMENDMENT.

[SIGNATURES BEGIN ON NEXT PAGE]

-7-

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

MCDERMOTT TECHNOLOGY (AMERICAS), INC.,as Borrower

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Treasurer

MCDERMOTT TECHNOLOGY (US), INC.,as Borrower


MCDERMOTT TECHNOLOGY, B.V.,as Borrower

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Attorney

MCDERMOTT INTERNATIONAL, INC.,as Parent

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Vice President, Treasurer

AMENDMENT NO. 1 SIGNATURE PAGE

CB&I BRAZIL HOLDINGS, INC.CB&I ENERGY SERVICES, LLCCB&I FABRICATION, LLCCB&I GROUP INC.CB&I HOLDCO INTERNATIONAL, LLCCB&I HOLDCO, LLCCB&I INTERNATIONAL, INC.CB&I INTERNATIONAL, LLCCB&I LAKE CHARLES, L.L.C.CB&I OFFSHORE SERVICES, INC.CB&I POWER INTERNATIONAL, INC.CB&I POWER, LLCCB&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, LLCSHAW JV HOLDINGS, L.L.C.SHAW MANAGED SERVICES, LLCSHAW NUCLEAR ENERGY HOLDINGS (UK), INC.SHAW POWER DELIVERY SYSTEMS, INC.SHAW POWER SERVICES, LLCSHAW PROCESS FABRICATORS, INC.SHAW SERVICES, L.L.C.SHAW SSS FABRICATORS, INC.

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


CATALYTIC DISTILLATION TECHNOLOGIESCB&I INTERNATIONAL ONE, LLCCBI SERVICES, LLCCHEMICAL RESEARCH AND LICENSING, LLCEDS EQUIPMENT COMPANY, LLCLUMMUS CONSULTANTS INTERNATIONAL LLCS C WOODS, L.L.C.SHAW FAR EAST SERVICES, LLCSHAW POWER SERVICES GROUP, L.L.C.CB&I STORAGE TANK SOLUTIONS LLCCB&I STS DELAWARE LLCCB&I STS HOLDINGS LLCCBI COMPANY LTD.CSA TRADING COMPANY LTD.OCEANIC CONTRACTORS, INC.SHAW NC COMPANY, INC.

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Authorized Person


SHAW BENECO, INC.SHAW INTERNATIONAL MANAGEMENT SERVICESTWO, INC.SHAW MANAGEMENT SERVICES ONE, INC.SHAW POWER TECHNOLOGIES, INC.SHAW TRANSMISSION & DISTRIBUTION SERVICES,INC.

By: /s/ Mark CoscioName: Mark CoscioTitle: President


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.


CBI PANAMA, S.A.



Executed as a Deed byCB&I MIDDLE EAST HOLDING, INC.


Witnessed

By: /s/ Ryan McNultyName: Ryan McNultyTitle: Associate

Executed as a Deed byENVIRONMENTAL SOLUTIONS (CAYMAN) LTD.


Witnessed



Executed as a Deed byENVIRONMENTAL SOLUTIONS HOLDING LTD.


Witnessed


Executed as a Deed byENVIRONMENTAL SOLUTIONS LTD.


Witnessed


Executed as a Deed byHIGHLAND TRADING COMPANY, LTD.


Witnessed



Executed as a Deed byOASIS SUPPLY COMPANY, LTD.


Witnessed


Executed as a Deed bySHAW E & I INTERNATIONAL LTD.


Witnessed


Executed as a Deed bySHAW OVERSEAS (MIDDLE EAST) LTD.


Witnessed



Executed as a Deed byJ. RAY MCDERMOTT INTERNATIONAL VESSELS,LTD.

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Assistant Treasurer

Witnessed


Executed as a Deed byMCDERMOTT CAYMAN LTD.


Witnessed


Executed as a Deed byOFFSHORE PIPELINES INTERNATIONAL, LTD.


Witnessed



J. RAY MCDERMOTT (NORWAY), AS



CB&I CANADA LTD.HORTON CBI, LIMITEDLUTECH RESOURCES CANADA LTD.



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.



NOVOLEN TECHNOLOGY HOLDINGS C.V.

By:

McDermott Technology (3), B.V., acting in itscapacity as general partner /s/ Kevin Hargrove

Name: Kevin HargroveTitle: Attorney


Executed by J. RAY MCDERMOTT (AUST.) HOLDINGPTY. LIMITED. ACN 002 797 668 by its Treasurer underpower of attorney which the Treasurer has received no noticeof the revocation of the power: /s/ Kevin HargroveSignature of Treasurer

Kevin HargroveName of Treasurer (print)

Executed by MCDERMOTT AUSTRALIA PTY. LTD.ACN 002 736 352 by its Treasurer under power of attorneywhich the Treasurer has received no notice of the revocationof the power: /s/ Kevin HargroveSignature of Treasurer



Executed by CBI CONSTRUCTORS PTY LTDACN 000 612 411 by its Treasurer under power of attorneywhich the Treasurer has received no notice of the revocationof the power:

/s/ Kevin HargroveSignature of attorney



CHICAGO BRIDGE & IRON (ANTILLES) N.V.MCDERMOTT INTERNATIONAL MARINEINVESTMENTS N.V.MCDERMOTT OVERSEAS INVESTMENT CO. N.V.VARSY INTERNATIONAL N.V.



SIGNED AND DELIVERED for andon behalf of and as the deed of CB & IFINANCE COMPANY LIMITED byits lawfully appointed attorney

KEVIN HARGROVE in the presence of: (Signature of Witness):/s/ Ryan McNulty (Name of Witness): Ryan McNulty (Address of Witness): Kirkland & Ellis,609 Main St., Houston, TX 77002 (Occupation of Witness): Associate

/s/ Kevin Hargrove Attorney


Executed and Delivered as a Deed byAITON & CO LIMITED

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Authorised Person

Witnessed


Executed and Delivered as a Deed byCB&I CONSTRUCTORS LIMITED


Witnessed


Executed and Delivered as a Deed byCB&I GROUP UK HOLDINGS


Witnessed



Executed and Delivered as a Deed byCB&I HOLDINGS (UK) LIMITED


Witnessed


Executed and Delivered as a Deed byCB&I LONDON


Witnessed


Executed and Delivered as a Deed byCB&I PADDINGTON LIMITED


Witnessed



Executed and Delivered as a Deed byCB&I POWER LIMITED


Witnessed


Executed and Delivered as a Deed byCB&I UK LIMITED


Witnessed


Executed and Delivered as a Deed byCBI UK CAYMAN ACQUISITION LIMITED


Witnessed



Executed and Delivered as a Deed byLUMMUS CONSULTANTS INTERNATIONAL LIMITED


Witnessed


Executed and Delivered as a Deed byLUTECH RESOURCES LIMITED


Witnessed


Executed and Delivered as a Deed byOXFORD METAL SUPPLY LIMITED


Witnessed



Executed and Delivered as a Deed byPIPEWORK ENGINEERING AND DEVELOPMENTSLIMITED


Witnessed


Executed and Delivered as a Deed bySHAW DUNN LIMITED


Witnessed



Executed and Delivered as a Deed bySHAW GROUP UK LIMITED


Witnessed


Executed and Delivered as a Deed byWHESSOE PIPING SYSTEMS LIMITED


Witnessed



Executed and Delivered as a Deed byMCDERMOTT HOLDINGS (U.K.) LIMITED


Witnessed


Executed and Delivered as a Deed byMCDERMOTT MARINE CONSTRUCTION LIMITED


Witnessed



CBI EASTERN ANSTALT



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. DEC.V.SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DEC.V.CB&I MATAMOROS, S. DE R. L. DE C.V..


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



CB&I NEDERLAND B.V.CB&I OIL & GAS EUROPE B.V.LUMMUS TECHNOLOGY HEAT TRANSFER B.V.



CHARTERING COMPANY (SINGAPORE) PTE. LTDJ. RAY MCDERMOTT (QINGDAO) PTE. LTD.MCDERMOTT ASIA PACIFIC PTE. LTD.


CHARTERING COMPANY (SINGAPORE) PTE. LTDJ. RAY MCDERMOTT (QINGDAO) PTE. LTD.MCDERMOTT ASIA PACIFIC PTE. LTD.



CB&I EL DORADO, INC.CB&I LLCCHICAGO BRIDGE & IRON COMPANYJ. RAY MCDERMOTT TECHNOLOGY, INC.LUMMUS GASIFICATION TECHNOLOGY LICENSING LLCMCDERMOTT BLACKBIRD HOLDINGS, LLCMCDERMOTT INVESTMENTS, LLCOPI VESSELS, INC.850 PINE STREET LLCA & B BUILDERS, LTD.ASIA PACIFIC SUPPLY CO.ATLANTIC CONTINGENCY CONSTRUCTORS II, LLCATLANTIS CONTRACTORS INC.CB&I CLEARFIELD, INC.CB&I CONNECTICUT, INC.CB&I FINANCIAL RESOURCES LLCCB&I GLOBAL, L.L.C.CB&I HOUSTON 06 LLCCB&I HOUSTON 07 LLCCB&I HOUSTON 08 LLCCB&I HOUSTON 09 LLCCB&I HOUSTON 10 LLCCB&I HOUSTON 11 LLCCB&I HOUSTON 12 LLCCB&I HOUSTON 13 LLCCB&I HOUSTON LLCCB&I TYLER LLCCBI AMERICAS LTD.CBI OVERSEAS (FAR EAST) INC.CBI US HOLDING COMPANY INC.CENTRAL TRADING COMPANY LTD.HBI HOLDINGS, LLCCB&I LAURENS, INC.CB&I NORTH CAROLINA, INC.CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CBI HOLDCO TWO INC.CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLCCONSTRUCTORS INTERNATIONAL, L.L.C.HOWE-BAKER ENGINEERS, LTD.HOWE-BAKER HOLDINGS, L.L.C.HOWE-BAKER INTERNATIONAL MANAGEMENT, LLCHOWE-BAKER INTERNATIONAL, L.L.C.HOWE-BAKER MANAGEMENT, L.L.C.J. RAY MCDERMOTT SOLUTIONS, INC.LUMMUS TECHNOLOGY INTERNATIONAL LLCLUMMUS TECHNOLOGY LLCLUMMUS TECHNOLOGY OVERSEAS LLCLUMMUS TECHNOLOGY SERVICES LLCLUMMUS TECHNOLOGY VENTURES LLCMATRIX ENGINEERING, LTD.MATRIX MANAGEMENT SERVICES, LLCMCDERMOTT ENGINEERING, LLCMCDERMOTT SUBSEA ENGINEERING, INC.NUCLEAR ENERGY HOLDINGS, L.L.C.PROSPECT INDUSTRIES (HOLDINGS) INC.SHAW CONNEX, INC.SHAW INTERNATIONAL INC.SHAW TRANSMISSION & DISTRIBUTION SERVICESINTERNATIONAL, INC.SPARTEC, INC.TVL LENDER II, INC.CB&I PROJECT SERVICES GROUP, LLCCBI OVERSEAS, LLCLUTECH RESOURCES INC.



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

By: /s/ Kevin HargroveName: Kevin HargroveTitle: Vice President, Treasurer


ADMINISTRATIVE AGENTOF THE REVOLVING CREDIT FACILITY AND LC FACILITY:

CRÉDIT AGRICOLE CORPORATE AND INVESTMENTBANK, as Revolving and LC Administrative Agent, CashSecured LC Issuer, Swing Loan Lender, Revolving Lender andLC Lender

By: /s/ Kathleen Sweeney Name: Kathleen Sweeney Title: Managing Director

By: /s/ Yuriy A. Tsyganov Name: Yuriy A. Tsyganov Title: Director


ADMINISTRATIVE AGENTOF THE TERM FACILITY:

BARCLAYS BANK PLC, as Administrative Agent for theTerm Facility

By: /s/ Robert SilvermanName: Robert SilvermanTitle: Managing Director


LIQUIDITY LENDERS: BARCLAYS BANK PLC, as a LC Lender

By: /s/ Robert Silverman Name: Robert Silverman Title: Managing Director


LIQUIDITY LENDERS: GOLDMAN SACHS BANK USA, as a LC Lender

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


BARCLAYS BANK PLC, as a Revolving Lender

By: /s/ Robert SilvermanName: Robert SilvermanTitle: Managing Director


MUFG BANK, LTD., as an Issuer, Revolving Lender, andLC Lender

By: /s/ Ellen RuschhauptName: Ellen RuschhauptTitle: Director


ABN AMRO Capital USA LLC, as a Revolving Lender andLC Lender

By: /s/ Hugo DiogoName: Hugo DiogoTitle:

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


THE BANK OF NOVA SCOTIA, as an Issuer, RevolvingLender, and LC Lender

By: /s/ Hiliary LaiName: Hiliary LaiTitle: Senior Manager

By: /s/ Justin MitgesName: Justin MitgesTitle: Director


ROYAL BANK OF CANADA, as a LC Lender

By: /s/ H. Christopher DeCotiisName: H. Christopher DeCotiisTitle: Authorized Signatory


DBS BANK LTD., as an Issuer, Revolving Lender, andLC Lender

By: /s/ Henry ChooName: Henry ChooTitle: Vice President


HSBC BANK USA, NATIONAL ASSOCIATION, as anIssuer and Revolving Lender

By: /s/ Patrick M. HanleyName: Patrick M. HanleyTitle: Senior Vice President


NIBC BANK N.V., as an LC Lender

By: /s/ J. H. NagtegaalName: J. H. NagtegaalTitle:

By: /s/ Erwin KellerName: Erwin KellerTitle: Associate Director


SUNTRUST BANK, as a Revolving Lender and LC Lender

By: /s/ Juan De Jesus-CaballeroName: Juan De Jesus-CaballeroTitle: Senior Vice President


MORGAN STANLEY SENIOR FUNDING, INC., as a LC Lender

By: /s/ Kevin NewmanName: Kevin NewmanTitle: Vice President


EXHIBIT A

[Attached]

Execution Version[Exhibit A to Amendment No. 1 to Existing Credit Agreement Amendment]

CREDIT AGREEMENT

Dated as of May 10, 2018

among

MCDERMOTT TECHNOLOGY (AMERICAS), INC.,

MCDERMOTT TECHNOLOGY (US), INC.,

and

MCDERMOTT TECHNOLOGY, B.V.,

as Borrowers

and

MCDERMOTT INTERNATIONAL, INC.,

as Parent

and

THE LENDERS AND ISSUERS PARTY HERETO

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Revolving and LC Administrative Agent

and

BARCLAYS BANK PLC,

as Term Loan Administrative Agent

and

BARCLAYS BANK PLC,


GOLDMAN SACHS BANK USA,

ABN AMRO CAPITAL USA LLC,

MUFG BANK, LTD.,

and

ROYAL BANK OF CANADA,

as Joint Lead Arrangers and Joint Lead Bookrunners

and

STANDARD CHARTERED BANK,

as Co-Manager

and

BARCLAYS BANK PLC,

and


as Co-Syndication Agents

and

GOLDMAN SACHS BANK USA,

ABN AMRO CAPITAL USA LLC,

MUFG BANK, LTD.,

ROYAL BANK OF CANADA,

and

STANDARD CHARTERED BANK,

as Co-Documentation Agents

TABLE OF CONTENTS

PAGE

ARTICLE I

Definitions, Interpretation And Accounting Terms 1

Section 1.1 Defined Terms 1 Section 1.2 Computation of Time Periods 6669 Section 1.3 Accounting Terms and Principles 6669 Section 1.4 Certain Terms 6769 Section 1.5 Dutch Terms 6871

ARTICLE II

The Loans and Letters of Credit 6972

Section 2.1 Loan Commitments 6972 Section 2.2 Borrowing Procedures for the Loans 7072 Section 2.3 Swing Loans 7275 Section 2.4 Revolving Letters of Credit 7477 Section 2.5 LC Facility Letters of Credit 7679 Section 2.6 Cash Secured Letters of Credit 7781 Section 2.7 Letters of Credit Generally 8084 Section 2.8 Reduction and Termination of the Commitments 8791 Section 2.9 Repayment of Loans 8892 Section 2.10 Evidence of Debt 8993 Section 2.11 Voluntary Prepayments; Term Loan Call Protection 9094 Section 2.12 Mandatory Prepayments 9195 Section 2.13 Interest 9499 Section 2.14 Conversion/Continuation Option 96100 Section 2.15 Fees 97101 Section 2.16 Payments and Computations 99104 Section 2.17 Special Provisions Governing Eurodollar Rate Loans 102107 Section 2.18 Capital Adequacy 105110 Section 2.19 Taxes 105110 Section 2.20 Substitution of Lenders 110115 Section 2.21 Mitigation 111116 Section 2.22 Cash Collateral 112117 Section 2.23 Defaulting Lenders 113118 Section 2.24 Incremental Facility Commitments 115120 Section 2.25 Extension Offers 124

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TABLE OF CONTENTS(CONTINUED)

ARTICLE III

Conditions To Loans And Letters Of Credit 120125

Section 3.1 Conditions Precedent to Execution 120125 Section 3.2 Conditions Precedent to Effectiveness 120125 Section 3.3 Conditions Precedent to Each Loan and Letter of Credit 124129

ARTICLE IV

Representations and Warranties 125131

Section 4.1 Corporate Existence; Compliance with Law 125131 Section 4.2 Corporate Power; Authorization; Enforceable Obligations 126131 Section 4.3 Ownership of Borrowers; Subsidiaries 127132 Section 4.4 Financial Statements 128133 Section 4.5 Material Adverse Effect 129134 Section 4.6 Solvency 129134 Section 4.7 Litigation 129134 Section 4.8 Taxes 129134 Section 4.9 Full Disclosure 129135 Section 4.10 Margin Regulations 130135 Section 4.11 No Burdensome Restrictions; No Defaults 130135 Section 4.12 Statutory Indebtedness Restrictions 130136 Section 4.13 Use of Proceeds 130136 Section 4.14 Insurance 131137 Section 4.15 Labor Matters 131137 Section 4.16 ERISA 132137 Section 4.17 Environmental Matters 133138 Section 4.18 Intellectual Property 134139 Section 4.19 Title; Real Property 134139 Section 4.20 Mortgaged Vessels 136141 Section 4.21 Anti-Corruption Laws and Sanctions 136141 Section 4.22 EEA Financial Institution 136142 Section 4.23 Security Instruments 136142 Section 4.24 Regulation H 137142 Section 4.25 USA Patriot Act 137142

ARTICLE V

Financial Covenants 137143

Section 5.1 Fixed Charge Coverage Ratio 137143 Section 5.2 Leverage Ratio 138143 Section 5.3 Minimum Liquidity 138143

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ARTICLE VI

Reporting Covenants 138144

Section 6.1 Financial Statements 138144 Section 6.2 Collateral Reporting Requirements 140146 Section 6.3 Default Notices 142148 Section 6.4 Litigation 142148 Section 6.5 Labor Relations 142148 Section 6.6 Tax Returns 143148 Section 6.7 Insurance 143149 Section 6.8 ERISA Matters 143149 Section 6.9 Environmental Matters 144150 Section 6.10 Patriot Act Information 144150 Section 6.11 Other Information 145151

ARTICLE VII

Affirmative Covenants 145151

Section 7.1 Preservation of Corporate Existence, Etc. 145151 Section 7.2 Compliance with Laws, Etc. 146151 Section 7.3 Conduct of Business 146152 Section 7.4 Payment of Taxes, Etc. 146152 Section 7.5 Maintenance of Insurance 146152 Section 7.6 Access 147153 Section 7.7 Keeping of Books 148153 Section 7.8 Maintenance of Properties, Etc. 148153 Section 7.9 Application of Proceeds 148154 Section 7.10 Environmental 148154 Section 7.11 Additional Collateral and Guaranties 151156 Section 7.12 Real Property 152158 Section 7.13 Undertaking with Respect to NO 105 153159 Section 7.14 Additional Undertakings 154159 Section 7.15 Maintenance of Rating 154160

ARTICLE VIII

Negative Covenants 154160

Section 8.1 Indebtedness 154160 Section 8.2 Liens, Etc. 157163 Section 8.3 Acquisitions 159165 Section 8.4 Sale of Assets 160166 Section 8.5 Restricted Payments 162168 Section 8.6 Restriction on Fundamental Changes 164170 Section 8.7 Change in Nature of Business 165171

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Section 8.8 Transactions with Affiliates 165171 Section 8.9 Restrictions on Subsidiary Distributions; No New Negative Pledge 165172 Section 8.10 Modification of Documents 166172 Section 8.11 Accounting Changes; Fiscal Year 166172 Section 8.12 Margin Regulations 166172 Section 8.13 Sale/Leasebacks 166173 Section 8.14 Capital Expenditures 166173 Section 8.15 Cancellation of Indebtedness Owed to It 167173 Section 8.16 No Speculative Transactions 167174 Section 8.17 Post-Termination Benefits 167174 Section 8.18 Activities in Panama 167174 Section 8.19 Vessel Flags 168174 Section 8.20 Payments of Junior Priority Indebtedness 168175 Section 8.21 Use of Proceeds 169176 Section 8.22 Restrictions Under the Priming Credit Agreement 176

ARTICLE IX

Events of Default 169176

Section 9.1 Events of Default 169176 Section 9.2 Remedies 171179 Section 9.3 Actions in Respect of Letters of Credit 173180

ARTICLE X

The Administrative Agents and Other Agents 174181

Section 10.1 Authorization and Action 174181 Section 10.2 Administrative Agent’s Reliance, Etc. 176183 Section 10.3 The Agents Individually 176183 Section 10.4 Lender Credit Decision 177184 Section 10.5 Indemnification 177184 Section 10.6 Successor Agents 178185 Section 10.7 Concerning the Collateral and the Collateral Documents 179186 Section 10.8 Collateral Matters Relating to Related Obligations 181188 Section 10.9 Other Agents 182189 Section 10.10 Certain ERISA Matters 182189

ARTICLE XI

Miscellaneous 184191

Section 11.1 Amendments, Waivers, Etc. 184191 Section 11.2 Assignments and Participations 188195 Section 11.3 Costs and Expenses 197204

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Section 11.4 Indemnities 199206 Section 11.5 Limitation of Liability 201208 Section 11.6 Right of Set-off 202209 Section 11.7 Sharing of Payments, Etc. 202209 Section 11.8 Notices, Etc. 205212 Section 11.9 No Waiver; Remedies 207214 Section 11.10 Binding Effect 207215 Section 11.11 Governing Law 207215 Section 11.12 Submission to Jurisdiction; Service of Process 208215 Section 11.13 Waiver of Jury Trial 208216 Section 11.14 Marshaling; Payments Set Aside 208216 Section 11.15 Section Titles 209216 Section 11.16 Execution in Counterparts 209216 Section 11.17 Entire Agreement 209216 Section 11.18 Confidentiality 209217 Section 11.19 Judgment Currency 210218 Section 11.20 Severability 211218 Section 11.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 211218 Section 11.22 Interest Rate Limitation 212219 Section 11.23 Obligations Joint and Several and Unconditional 212219

ARTICLE XII

Guaranty 213220

Section 12.1 The Guaranty 213220 Section 12.2 Obligations Unconditional 213220 Section 12.3 Reinstatement 214221 Section 12.4 Certain Additional Waivers 215222 Section 12.5 Remedies 215222 Section 12.6 Guarantee of Payment; Continuing Guarantee 215222

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Schedules

Schedule I – Revolving CommitmentsSchedule II(A) – Revolving Letter of Credit Issuer CommitmentsSchedule II(B) – LC Facility Letter of Credit Issuer CommitmentsSchedule II(C) – Cash Secured Letter of Credit Issuer CommitmentsSchedule III – LC Facility CommitmentsSchedule IV – Term CommitmentsSchedule V – GuarantorsSchedule VI(A) – Existing Revolving Letters of CreditSchedule VI(B) – Existing LC Facility Letters of CreditSchedule VI(C) – Existing Cash Secured Letters of CreditSchedule VII – Lloyds Letters of CreditSchedule 1.1 – Joint VenturesSchedule 3.2 – Effective Date DeliverablesSchedule 4.3 – Ownership of SubsidiariesSchedule 4.7 – LitigationSchedule 4.15 – Labor MattersSchedule 4.16(d) – ERISA EventsSchedule 4.17 – Environmental MattersSchedule 4.19 – Real PropertySchedule 7.14 – Post-Effective Date Deliverables and UndertakingsSchedule 8.1 – Existing IndebtednessSchedule 8.2 – Existing LiensSchedule 8.5 – Existing InvestmentsSchedule 8.8 – Affiliate AgreementsSchedule 8.19 – Permitted Flags

Exhibits

Exhibit A – Form of Assignment and AcceptanceExhibit B-1 – Form of Term Promissory NoteExhibit B-2 – Form of Revolving Promissory NoteExhibit C-1 – Form of Notice of Term BorrowingExhibit C-2 – Form of Notice of Revolving BorrowingExhibit D – Form of Swing Loan RequestExhibit E – Form of Letter of Credit RequestExhibit F – Form of Notice of Conversion or ContinuationExhibit G – Global Intercompany NoteExhibit H – Forms of Compliance CertificateExhibit I – Effective Date CertificateExhibit J – Forms of Tax CertificatesExhibit K – Form of Junior Intercreditor Agreement

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This Credit Agreement (this “Agreement”) dated as of May 10, 2018 is 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 (beslotenvennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (each a “Borrower” and collectively the “Borrowers”),McDermott International, Inc., a Panamanian corporation (the “Parent”), the Lenders (as defined below), the Issuers (as defined below), Crédit AgricoleCorporate and Investment Bank (“CA CIB”), as administrative agent for the Revolving Facility (as defined below) and the LC Facility (as defined below)(in such capacity, and together with its successors pursuant to Section 10.6(a), the “Revolving and LC Administrative Agent”) and Barclays Bank PLC(“Barclays”), as administrative agent for the Term Facility (as defined below) (in such capacity, and together with its successors pursuant to Section 10.6(a),the “Term Loan Administrative Agent” and together with the Revolving and LC Administrative Agent, each an “Administrative Agent” and together the“Administrative Agents”).

The parties to this Agreement agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and pluralforms of the terms defined):

“Acquisition” means, with respect to any Person, any transaction, or series of related transactions (other than the Business Combination) by whichsuch Person (a) acquires any ongoing business or all or substantially all of the assets of any Person or group of Persons, or division thereof constituting anongoing business, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recenttransaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for theelection of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or votingpower) of the outstanding ownership interests of a partnership, limited liability company, or other entity that is not a corporation constituting an ongoingbusiness; provided, however, that any acquisition of assets, equity securities or ownership interests of a Person that is a Subsidiary of such Person prior tosuch acquisition shall not constitute an “Acquisition” hereunder.

“Additional LC Capacity” means the sum of (a) $500,000,000.00the amount of any Incremental LC Facility on the Amendment No. 1 EffectiveDate and the Lloyds Facility as in effect on the Amendment No. 1 Effective Date plus (b) the lesser of (i) the sum of (x) permanent repayments of TermLoans pursuant to Section 2.12(j) and (y) the aggregate amount of all other permanent repayments of the Term Loans (provided that

(1) any mandatory prepayments of the Term Loans made pursuant to Section 2.12 other than Section 2.12(j) shall not increase the Additional LC Capacityuntil after the Term Loans have been repaid in an amount equal to $1,750,000,000.00 and any Term Loans under any Incremental Term Loan Facility havebeen repaid, in each case, other than with mandatory prepayments made pursuant to Section 2.12(j) and (2) for the avoidance of doubt, Additional LCCapacity shall not be increased for any permanent repayments of Term Loans that increase the Available Incremental Amount) and (ii) the Specified TermLoan Amount, less (c) the aggregate net amount of all increases to the LC Facility Commitments since the Execution Date pursuant to Section 2.24(b).

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

“Administrative Questionnaire” means an Aa dministrative Qq uestionnaire in a form supplied by the Applicable Administrative Agent.

“Affected Lender” has the meaning specified in Section 2.20.

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, controlling or that is controlled by or is under common controlwith such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management andpolicies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “controlled” and “controlling” shall havethe meaning correlative thereto.

“Agents” means each of the Administrative Agents, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Arrangers,Co-Manager and the Bookrunners.

“Agreement” has the meaning specified in the preamble to this Agreement.

“Altamira Yard” means the property in the industrial development zone adjacent to the Altamira Port, with a surface of 232,511.663 square metersand identified as Polygon 1 “D” (Polígono “D”), located in Altamira, State of Tamaulipas, Mexico.

“Alternate Program” means any program providing for the sale or other disposition of trade or other receivables entered into by the Parent or aRestricted Subsidiary of the Parent on terms customary for such financing transactions, the terms of which arrangement do not impose any recourse orrepurchase obligations upon the Parent or any Restricted Subsidiary except for reasonably customary representations, warranties, covenants and indemnitiesin connection therewith.

“Alternate Program Indebtedness” means, as to any Person at any time, the liabilities of such Person under an Alternate Program that would beoutstanding at such time thereunder if the same were structured as a secured lending arrangement rather than a purchase and sale arrangement.

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“Alternative Currency” means, at any time, any lawful currency (other than Dollars) of any of the G-20 Countries (or any other currency acceptable toeach Administrative Agent in its sole discretion) that at such time is readily available and freely transferable and convertible into Dollars.

“Alternative Currency Cap” means $150,000,000.00.

“Amazon” means the marine construction vessel with IMO number 9698094.

“Amazon Entity” means McDermott (DLV 2000) Chartering, Inc., a Panamanian corporation.

“Amazon Equipment” means (a) all equipment that (i) is located on the Amazon, (ii) was located on the Amazon and has been removed for repair orstorage or (iii) is not located on the Amazon but (A) is being kept for spare parts or replacements of other Amazon Equipment or (B) has been ordered or isunder construction, including, in each case of this clause (a) and without limitation, all boilers, engines, machinery, masts, spars, boats, anchors, cables,chains, rigging, tackle, capstans, outfit, tools, cranes, pumps, pumping equipment, apparel, furniture, fittings, pipelay, lifting, and construction equipmentused or to be used in the operation of the Amazon, spare parts and all other appurtenances thereunto, (b) all fixtures that are located on the Amazon, (c) allintangible property used solely in connection with the operation of the Amazon and (d) any charter, lease, or similar arrangement between the Parent or anyRestricted Subsidiary and the owner or operator of the Amazon, together with any guaranty by the Parent or any Restricted Subsidi