AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (Amendment) entered into and effective as of January 9, 2020 (the Amendment No. 3 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 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 Credit Agreement (as defined below), and the Guarantors, as defined in the Credit Agreement (as defined below).
A. Whereas, reference is made to that certain Credit Agreement dated as of May 10, 2018 among the Borrowers, the Parent, the Lenders and Issuers party thereto from time to time (Lenders), Credit Agricole Corporate and Investment Bank (the Revolving and LC Administrative Agent) and Barclays Bank 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 by that certain Amendment No. 1 to Credit Agreement, dated as of October 21, 2019, as further amended by that certain Amendment No. 2 to the Credit Agreement dated as of December 1, 2019, and as further 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 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 Credit Agreement and used herein without definition shall have the meaning assigned to such term in 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 to this Amendment, unless otherwise specified. The words hereof, herein, and hereunder and words of similar