Amendment No. 2 to Letter of Credit Agreement, dated as of December 1, 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

Contract Categories: Business Finance - Credit Agreements
EX-10.2 3 d745701dex102.htm EX-10.2 EX-10.2

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”), McDermott 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/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer

 

MCDERMOTT TECHNOLOGY (US), INC.,

as Borrower

 

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer

 

MCDERMOTT TECHNOLOGY, B.V.,

as Borrower

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Attorney

MCDERMOTT INTERNATIONAL, INC.,

as Parent

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Vice President, Treasurer

 

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 CHARLES, L.L.C.

CB&I OFFSHORE SERVICES, INC.

CB&I POWER INTERNATIONAL, INC.

CB&I POWER, LLC

CB&I RIO GRANDE HOLDINGS, L.L.C.

CB&I RIO GRANDE VALLEY FABRICATION & MANUFACTURING, L.L.C.

CB&I WALKER LA, L.L.C.

INTERNATIONAL CONSULTANTS, L.L.C.

J. RAY HOLDINGS, INC.

MCDERMOTT, INC.

PIKE PROPERTIES II, INC.

SHAW ENERGY SERVICES, INC.

SHAW FABRICATORS, INC.

SHAW HOME LOUISIANA, LLC

SHAW JV HOLDINGS, L.L.C.

SHAW MANAGED SERVICES, LLC

SHAW NUCLEAR ENERGY HOLDINGS (UK), INC.

SHAW POWER DELIVERY SYSTEMS, INC.

SHAW POWER SERVICES, LLC

SHAW PROCESS FABRICATORS, INC.

SHAW SERVICES, L.L.C.

SHAW SSS FABRICATORS, INC.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Assistant Treasurer

 

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

LUMMUS CONSULTANTS INTERNATIONAL LLC

S C WOODS, L.L.C.

SHAW FAR EAST SERVICES, LLC

SHAW POWER SERVICES GROUP, L.L.C.

CB&I STORAGE TANK SOLUTIONS LLC

CB&I STS DELAWARE LLC

CB&I STS HOLDINGS LLC

CBI COMPANY LTD.

CSA TRADING COMPANY LTD.

OCEANIC CONTRACTORS, INC.

SHAW NC COMPANY, INC.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


HYDRO MARINE SERVICES, INC.

J. RAY MCDERMOTT INTERNATIONAL, INC.

J. RAY MCDERMOTT, S.A.

MCDERMOTT (AMAZON CHARTERING), INC.

MCDERMOTT GULF OPERATING COMPANY, INC.

MCDERMOTT INTERNATIONAL MANAGEMENT, S. DE RL.

MCDERMOTT INTERNATIONAL TRADING CO., INC.

MCDERMOTT INTERNATIONAL VESSELS, INC.

J. RAY MCDERMOTT FAR EAST, INC.

J. RAY MCDERMOTT UNDERWATER SERVICES, INC.

MCDERMOTT CASPIAN CONTRACTORS, INC.

MCDERMOTT INTERNATIONAL INVESTMENTS CO., INC.

MCDERMOTT MIDDLE EAST, INC.

MCDERMOTT OLD JV OFFICE, INC.

MCDERMOTT OVERSEAS, INC.

MCDERMOTT SUBSEA, INC.

EASTERN MARINE SERVICES, INC.

MCDERMOTT OFFSHORE SERVICES COMPANY, INC.

NORTH ATLANTIC VESSEL, INC.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
CBI PANAMA, S.A.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
CB&I MIDDLE EAST HOLDING, INC.
By:  

/s/ Keven Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS (CAYMAN) LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
ENVIRONMENTAL SOLUTIONS HOLDING LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed as a Deed by
HIGHLAND TRADING COMPANY, LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person
Witnessed
By:  

/s/ Traci Brown

Name:   Trace Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
OASIS SUPPLY COMPANY, LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed as a Deed by
SHAW E & I INTERNATIONAL LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed as a Deed by
SHAW OVERSEAS (MIDDLE EAST) LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


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

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Assistant Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed as a Deed by
MCDERMOTT CAYMAN LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Assistant Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal
Executed as a Deed by
OFFSHORE PIPELINES INTERNATIONAL, LTD.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Assistant Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


J. RAY MCDERMOTT (NORWAY), AS
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


CB&I CANADA LTD.

HORTON CBI, LIMITED

LUTECH RESOURCES CANADA LTD.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
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.

LEALAND FINANCE COMPANY B.V.

LUMMUS TECHNOLOGY B.V.

LUTECH PROJECT SOLUTIONS B.V.

LUTECH PROJECTS B.V.

MCDERMOTT TECHNOLOGY (2), B.V.

MCDERMOTT TECHNOLOGY (3), B.V.

NETHERLANDS OPERATING COMPANY B.V.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Attorney

 

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/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Attorney

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed by J. RAY MCDERMOTT (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/ Kevin Hargrove

Signature of Attorney

Kevin Hargrove

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/ Kevin Hargrove

Signature of Attorney

Kevin Hargrove

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/ Kevin Hargrove

Signature of Attorney

Kevin Hargrove

Name of Attorney (print)

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


CHICAGO BRIDGE & IRON (ANTILLES) N.V.

MCDERMOTT INTERNATIONAL MARINE INVESTMENTS N.V.

MCDERMOTT OVERSEAS INVESTMENT CO. N.V.

VARSY INTERNATIONAL N.V.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
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

KEVIN HARGROVE

in the presence of:

                    

/s/ Kevin Hargrove        

Attorney

(Signature of Witness): /s/ Traci Brown

 

(Name of Witness): Traci Brown

 

(Address of Witness): 757 N. Eldridge Pkwy

Houston, TX 77079

 

(Occupation of Witness): Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
AITON & CO LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
CB&I CONSTRUCTORS LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
CB&I GROUP UK HOLDINGS
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

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/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
CB&I LONDON
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
CB&I PADDINGTON LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
CB&I POWER LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
CB&I UK LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
CBI UK CAYMAN ACQUISITION LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
LUMMUS CONSULTANTS INTERNATIONAL LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
LUTECH RESOURCES LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
OXFORD METAL SUPPLY LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

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/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
SHAW DUNN LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
SHAW GROUP UK LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
WHESSOE PIPING SYSTEMS LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

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/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorised Person
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

Executed and Delivered as a Deed by
MCDERMOTT MARINE CONSTRUCTION LIMITED
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer
Witnessed
By:  

/s/ Traci Brown

Name:   Traci Brown
Title:   Paralegal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


CBI EASTERN ANSTALT
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


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. DE C.V.

SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V.

CB&I MATAMOROS, S. DE R. L. DE C.V.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Assistant Treasurer
CHICAGO BRIDGE DE MÉXICO, S.A. DE C.V.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
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.

LUMMUS TECHNOLOGY HEAT TRANSFER B.V.

LUTECH RESOURCES B.V.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Attorney

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


CHARTERING COMPANY (SINGAPORE) PTE. LTD

J. RAY MCDERMOTT (QINGDAO) PTE. LTD.

MCDERMOTT ASIA PACIFIC PTE. LTD.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Assistant Treasurer

CB&I GLOBAL OPERATIONS INTERNATIONAL, PTE. LTD.

CB&I GLOBAL OPERATIONS US PTE. LTD.

CB&I SINGAPORE PTE. LTD.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Authorized Person

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


CB&I EL DORADO, INC.

CB&I LLC

CHICAGO BRIDGE & IRON COMPANY

J. RAY MCDERMOTT TECHNOLOGY, INC.

LUMMUS GASIFICATION TECHNOLOGY LICENSING LLC

MCDERMOTT BLACKBIRD HOLDINGS, LLC

MCDERMOTT INVESTMENTS, LLC

OPI VESSELS, INC.

850 PINE STREET LLC

A & B BUILDERS, LTD.

ASIA PACIFIC SUPPLY CO.

ATLANTIC CONTINGENCY CONSTRUCTORS II, LLC

ATLANTIS CONTRACTORS INC.

CB&I CLEARFIELD, INC.

CB&I CONNECTICUT, INC.

CB&I FINANCIAL RESOURCES LLC

CB&I GLOBAL, L.L.C.

CB&I HOUSTON 06 LLC

CB&I HOUSTON 07 LLC

CB&I HOUSTON 08 LLC

CB&I HOUSTON 09 LLC

CB&I HOUSTON 10 LLC

CB&I HOUSTON 11 LLC

CB&I HOUSTON 12 LLC

CB&I HOUSTON 13 LLC

CB&I HOUSTON LLC

CB&I TYLER LLC

CBI AMERICAS LTD.

CBI OVERSEAS (FAR EAST) INC.

CBI US HOLDING COMPANY INC.

CENTRAL TRADING COMPANY LTD.

HBI HOLDINGS, LLC

CB&I LAURENS, INC.

CB&I NORTH CAROLINA, INC.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

 

CBI HOLDCO TWO INC.

CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC

CONSTRUCTORS INTERNATIONAL, L.L.C.

HOWE-BAKER ENGINEERS, LTD.

HOWE-BAKER HOLDINGS, L.L.C.

HOWE-BAKER INTERNATIONAL MANAGEMENT, LLC

HOWE-BAKER INTERNATIONAL, L.L.C.

HOWE-BAKER MANAGEMENT, L.L.C.

J. RAY MCDERMOTT SOLUTIONS, INC.

LUMMUS TECHNOLOGY INTERNATIONAL LLC

LUMMUS TECHNOLOGY LLC

LUMMUS TECHNOLOGY OVERSEAS LLC

LUMMUS TECHNOLOGY SERVICES LLC

LUMMUS TECHNOLOGY VENTURES LLC

MATRIX ENGINEERING, LTD.

MATRIX MANAGEMENT SERVICES, LLC

MCDERMOTT ENGINEERING, LLC

MCDERMOTT SUBSEA ENGINEERING, INC.

NUCLEAR ENERGY HOLDINGS, L.L.C.

PROSPECT INDUSTRIES (HOLDINGS) INC.

SHAW CONNEX, INC.

SHAW INTERNATIONAL INC.

SHAW TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL, INC.

SPARTEC, INC.

TVL LENDER II, INC.

CB&I PROJECT SERVICES GROUP, LLC

CBI OVERSEAS, LLC

LUTECH RESOURCES INC.

 

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Treasurer

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


J. RAY MCDERMOTT HOLDINGS, LLC

MCDERMOTT FINANCE L.L.C.

By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Vice President, Treasurer

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA.
By:  

/s/ Kevin Hargrove

Name:   Kevin Hargrove
Title:   Attorney

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


SHAW BENECO, INC.

SHAW MANAGEMENT SERVICES ONE, INC.

SHAW TRANSMISSION & DISTRIBUTION SERVICES, INC.

SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC.

SHAW POWER TECHNOLOGIES, INC.

By:  

/s/ Mark Coscio

Name:   Mark Coscio
Title:   President

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


ADMINISTRATIVE AGENT:

   

BARCLAYS BANK PLC, as Administrative Agent

   

By:

 

/s/ Robert Silverman

   

Name:

 

Robert Silverman

   

Title:

 

Managing Director

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


PARTICIPANT:

   

BARCLAYS BANK PLC, as a Participant

   

By:

 

/s/ Robert Silverman

   

Name:

 

Robert Silverman

   

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/ Kathleen Sweeney

   

Name:

 

Kathleen Sweeney

   

Title:

 

Managing Director

   

By:

 

/s/ Yuriy A. Tsyganov

   

Name:

 

Yuriy A. Tsyganov

   

Title:

 

Director

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT


PARTICIPANT:

   

ABN AMRO CAPITAL USA LLC, as a Participant

   

By:

 

/s/ Francis Ballard, Jr.

   

Name:

 

Francis Ballard, Jr.

   

Title:

 

Director

   

By:

 

/s/ Amit Wynalda

   

Name:

 

Amit Wynalda

   

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. Christopher DeCotiis

   

Name:

 

H. Christopher DeCotiis

   

Title:

 

Authorized Signature

 

SIGNATURE PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT