AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the Agreement), dated as of November 18, 2019 by and among McDermott Technology (Americas), Inc., a Delaware corporation, (Survivor Corp. 1), McDermott Technology (US), Inc., a Delaware corporation (Survivor Corp. 2, and, together with Survivor Corp. 1, the Issuers), UMB Bank, N.A. a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, (Successor Trustee) and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 1445 Ross Avenue, Suite 4300, Dallas, Texas 75202 (Resigning Trustee).
WHEREAS, the Issuers have issued certain 10.625% Senior Notes due 2024 (the Securities) under an Indenture, dated as of April 18, 2018, by and between the Issuers and Resigning Trustee (the Indenture);
WHEREAS, the Issuers appointed Resigning Trustee as the trustee (the Trustee), registrar (the Registrar), note custodian (the Custodian) and paying agent (the Paying Agent) under the Indenture;
WHEREAS, Section 7.7 of the Indenture provides that the Trustee may at any time resign with respect to the Securities by giving written notice of such resignation to the Issuers effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee by the Issuers. This Agreement shall hereby serve as such written notice.
WHEREAS, Section 7.7 of the Indenture provides that, if the Trustee shall resign, the Issuers shall promptly appoint a successor Trustee;
WHEREAS, 7.7 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers and thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture;