UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2015
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) |
Registrants 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 the following 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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On October 13, 2015, McDermott International, Inc. (the LC Borrower or McDermott) and certain of its wholly owned subsidiaries, as guarantors, entered into an Amendment No. 1 and Commitment Increase Supplement (the Commitment Increase Supplement) to the credit agreement dated April 16, 2014, among the LC Borrower, McDermott Finance L.L.C, Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and certain lenders and letter of credit issuers party thereto (as amended, the Credit Agreement).
The Commitment Increase Supplement amended the Credit Agreement to, among other things: (1) delete weekly reporting requirements of McDermott relating to cash forecasts and variances against actual results; and (2) increase the existing letter of credit capacity of $400.0 million to $520.0 million, effected by adding to the Credit Agreement a new letter of credit lender and by allowing existing letter of credit lenders to increase their respective letter of credit commitments.
The foregoing summary is qualified in its entirety by reference to the complete text of the Commitment Increase Supplement, which is filed as Exhibit 4.1 to this report and is incorporated by reference herein.
As of September 30, 2015, the aggregate face amount of letters of credit issued under the Credit Agreement was $320.4 million.
McDermott also, together with its subsidiary Eldridge Pte. Ltd., entered into a joinder agreement pursuant to which that subsidiary became a guarantor under the Credit Agreement and Indenture. The documents related to the joinder are filed as Exhibits 4.2, 4.3 and 4.4 to this current report.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided under Item 1.01 above is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
4.1 | Amendment No. 1 and Commitment Increase Supplement, dated as of October 13, 2015, entered into by and among McDermott International, Inc., Crédit Agricole Corporate and Investment Bank, as administrative agent, and certain banks and financial institutions executing the signature pages thereto, as lenders and letter of credit issuers. |
4.2 | Assumption Agreement, dated as of October 13, 2015 by Eldridge Pte. Ltd. in favor of Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent. | |
4.3. | Assumption Agreement, dated as of October 13, 2015 by Eldridge Pte. Ltd. in favor of Wells Fargo Bank, National Association, as collateral agent. | |
4.4 | Second Supplemental Indenture and Guarantee, dated as of October 13, 2015, among Eldridge Pte. Ltd., McDermott International, Inc. as the issuer, each existing guarantor under the Indenture, Wells Fargo Bank, National Association, as trustee, paying agent and registrar, and Wells Fargo Bank, National Association, as collateral agent. |
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 undersigned thereunto duly authorized.
McDERMOTT INTERNATIONAL, INC. | ||
By: |
/s/ Stuart A. Spence |
|
Stuart A. Spence | ||
Executive Vice President and Chief Financial Officer |
October 19, 2015
EXHIBIT INDEX
No. |
Description |
|
4.1 | Amendment No. 1 and Commitment Increase Supplement, dated as of October 13, 2015, entered into by and among McDermott International, Inc., Crédit Agricole Corporate and Investment Bank, as administrative agent, and certain banks and financial institutions executing the signature pages thereto, as lenders and letter of credit issuers. | |
4.2 | Assumption Agreement, dated as of October 13, 2015 by Eldridge Pte. Ltd. in favor of Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent. | |
4.3 | Assumption Agreement, dated as of October 13, 2015 by Eldridge Pte. Ltd. in favor of Wells Fargo Bank, National Association, as collateral agent. | |
4.4 | Second Supplemental Indenture and Guarantee, dated as of October 13, 2015, among Eldridge Pte. Ltd., McDermott International, Inc. as the issuer, each existing guarantor under the Indenture, Wells Fargo Bank, National Association, as trustee, paying agent and registrar, and Wells Fargo Bank, National Association, as collateral agent. |
Exhibit 4.1
Execution Version
AMENDMENT NO. 1 AND COMMITMENT INCREASE SUPPLEMENT
This AMENDMENT NO. 1 AND COMMITMENT INCREASE SUPPLEMENT (this Commitment Increase Supplement ) is made as of October 13, 2015 by and among McDermott International, Inc., a Panamanian corporation (the LC Borrower ), Crédit Agricole Corporate and Investment Bank, as administrative agent for the Lenders and the Issuers (in such capacity, the Administrative Agent ), and the parties signatory hereto as Issuers, the Increasing Lenders (hereinafter defined) and the Added Lenders (hereinafter defined).
RECITALS
A. The LC Borrower, McDermott Finance L.L.C., the Administrative Agent, the Issuers and the Lenders from time to time party thereto are parties to that certain Credit Agreement dated as of April 16, 2014 (as amended, supplemented, restated, increased, extended or otherwise modified from time to time, the Credit Agreement ). All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement;
B. Pursuant to Section 2.21 of the Credit Agreement, upon prior notice to the Administrative Agent, the LC Borrower may request one or more increases to the existing Letter of Credit Facility Commitments (any such increase, a Letter of Credit Commitment Increase and, any additional Letter of Credit Facility Commitments provided pursuant to any Letter of Credit Commitment Increase, a New Letter of Credit Facility Commitment ) by an amount (i) not in excess of $200,000,000.00 in the aggregate for all New Letter of Credit Facility Commitments obtained since the Effective Date and (ii) not less than $25,000,000.00 with respect to the aggregate New Letter of Credit Facility Commitments obtained for any individual Letter of Credit Commitment Increase (or such lesser amount which shall be approved by Administrative Agent);
C. LC Borrower has notified the Administrative Agent that the LC Borrower proposes that (a) a Letter of Credit Commitment Increase shall be effective on or about the date hereof and (b) such Letter of Credit Commitment Increase shall be effected by adding to the Credit Agreement one or more Eligible Assignees as additional LC Lenders (referred to herein as the Added Lenders ) and by allowing one or more LC Lenders to increase their respective Letter of Credit Facility Commitment (such Lenders being referred to herein as the Increasing Lenders ); and
D. LC Borrower has requested, and the Administrative Agent and the Requisite LC Lenders agree, on the terms and conditions set forth herein, to make certain amendments to the Credit Agreement.
AGREEMENT
1. Section 6.1(e)(ii) of the Credit Agreement is hereby amended in its entirety to read as follows:
(ii) thereafter, on or before the last Business Day of each month, a cash forecast for the following 13 weeks (a 13 Week Cash Forecast ), together with a report comparing actual results to the results projected for such month in the most recently delivered 13 Week Cash Forecast, including a narrative explaining any significant variances.
[McDermott Commitment Increase Supplement]
2. Section 8.14 of the Credit Agreement is hereby amended by adding not before each instance of in excess of therein.
3. The LC Borrower and the parties signatory hereto as the Increasing Lenders and as the Added Lenders hereby agree that, from and after the Increase Effective Date (as defined below), the Increasing Lenders and the Added Lenders shall have the respective Letter of Credit Facility Commitments as set forth on the attached Supplement to Schedule I as the New Letter of Credit Commitment Amount. By its execution and delivery of this Commitment Increase Supplement, each Added Lender hereby assumes all of the rights and obligations of a LC Lender under the Credit Agreement and agrees to be bound by the terms of the Credit Agreement applicable to LC Lenders. Such Letter of Credit Facility Commitments of the Added Lenders and the increase in the Letter of Credit Facility Commitments of the Increasing Lenders shall represent a Letter of Credit Commitment Increase pursuant to Section 2.21 of the Credit Agreement.
4. Administrative Agent, the Issuers party hereto and the LC Borrower hereby consent to and approve the Letter of Credit Facility Commitment of each Added Lender and the increase in the Letter of Credit Facility Commitment of each Increasing Lender, and such resulting increase in the aggregate Letter of Credit Facility Commitments pursuant to Section 2.21 of the Credit Agreement.
5. The LC Borrower, the Administrative Agent and the Persons signatory hereto as Issuers hereby agree that, from and after the Increase Effective Date (as defined below), (a) each Person signatory hereto as an Issuer that was not heretofore an Issuer (each, a New Issuer ) hereby becomes an Issuer under the Credit Agreement with a Letter of Credit Issuer Commitment in the amount set forth on the attached Supplement to Schedule III as the New Letter of Credit Issuer Commitment with the same force and effect as if originally named in the Credit Agreement as an Issuer and (b) each Person signatory hereto as an Issuer that is not a New Issuer shall have the respective Letter of Credit Issuer Commitment as set forth on the attached Supplement to Schedule III as the New Letter of Credit Issuer Commitment. By its execution and delivery of this Commitment Increase Supplement, each New Issuer hereby assumes all of the rights and obligations of an Issuer under the Credit Agreement and agrees to be bound by the terms of the Credit Agreement applicable to Issuers.
6. Administrative Agent and the LC Borrower hereby consent to and approve the addition of each New Issuer as Issuers as contemplated by the definition of Issuer.
7. Each Added Lender and each Increasing Lender hereby represents and warrants as follows: (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Increase Supplement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) from and after the Increase Effective Date (hereinafter defined), it shall be bound by the provisions of the Credit Agreement as a LC Lender thereunder and, to the extent of its Letter of Credit Facility Commitment, shall have the obligations of a LC Lender thereunder, and (c) it has received a copy of the Credit
[McDermott Commitment Increase Supplement]
Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Increase Supplement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any Issuer or any other Lender; and agrees that (i) it will, independently and without reliance on the Administrative Agent, any Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LC Lender.
8. This Commitment Increase Supplement shall be effective on the date (the Increase Effective Date ) that (i) each Issuer, the LC Borrower, each Added Lender, each Increasing Lender and the Requisite LC Lenders shall each have executed a counterpart hereof and delivered the same to the Administrative Agent, (ii) the Administrative Agent executes and delivers a counterpart hereof, (iii) each of the conditions to the Letter of Credit Commitment Increase in Section 2.21(c)(i) and (ii) of the Credit Agreement shall have occurred and (iv) the Administrative Agent shall have received each item listed on Schedule A hereto. The Administrative Agent shall provide notice to the parties hereto of the occurrence of the Increase Effective Date. From and after the Increase Effective Date, (a) each Added Lender and each Increasing Lender shall be a LC Lender under the Loan Documents and (b) each New Issuer shall be an Issuer under the Loan Documents.
9. Upon any increase in the Aggregate Commitments pursuant to Section 2.21 of the Credit Agreement, subject to the terms and conditions set forth therein, each of the existing LC Lenders shall assign to each of the Added Lenders, and each of the Added Lenders shall purchase from each of the existing LC Lenders, at the principal amount thereof (together with accrued interest), such interests in the Reimbursement Obligations outstanding on the Increased Amount Date as shall be necessary in order that, after giving effect to all such assignment and purchases, such Reimbursement Obligations will be held by existing LC Lenders and Added Lenders ratably in accordance with their Letter of Credit Facility Commitments after giving effect to the Letter of Credit Commitment Increase.
10. The LC Borrower (a) represents and warrants that, on and as of the Increase Effective Date, before and after giving effect to the increase in Letter of Credit Facility Commitments resulting hereunder, (i) the representations and warranties set forth in Article IV of the Credit Agreement and the other Loan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the representations and warranties set forth in Article IV of the Credit Agreement and the other Loan 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 date hereof or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date, (ii) no Default or Event of Default exists before or after giving effect to such Letter of Credit Commitment Increase and (iii) the Parent is in pro forma compliance with each of the covenants set forth in Article V as of the most recent date of determination after giving effect to such Letter of Credit Commitment Increase, (b) ratifies and confirms each of the Loan Documents, (c) agrees that all Loan Documents shall apply to the Obligations as they are or may
[McDermott Commitment Increase Supplement]
be increased by this Commitment Increase Supplement and (d) agrees that its obligations and covenants under each Loan Document are otherwise unimpaired hereby and shall remain in full force and effect.
11. The LC Borrower shall deliver to the Administrative Agent each of the agreements, documents, instruments or certificates described on Schedule B hereto and perform each of the actions described on Schedule B hereto, in each case within the time periods set forth opposite such item or action on Schedule B hereto.
12. This Commitment Increase Supplement is an Increase and Joinder Agreement and a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
13. This Commitment Increase Supplement may not be amended, changed, waived or modified, except by a writing executed by the parties hereto.
14. This Commitment Increase Supplement embodies the entire agreement among each Added Lender, each Increasing Lender, the LC Borrower, each Issuer, the other LC Lenders party hereto and the Administrative Agent with respect to the subject matter hereof and supersedes all other prior arrangements and understandings relating to the subject matter hereof. Except as specifically modified by this Commitment Increase Supplement, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
15. 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, Lender or Issuer under the Credit Agreement or any of the other Loan Documents.
16. This Commitment Increase Supplement may be executed in any number of counterparts, each of which shall be deemed to be an original. Each such counterpart shall become effective when counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this Commitment Increase Supplement by telecopier shall be effective as delivery of a manually executed counterpart of this Commitment Increase Supplement.
17. This Commitment Increase Supplement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that no party hereto may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party.
18. This Commitment Increase Supplement and the rights and obligations of the parties hereto 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.
[ REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK .]
[McDermott Commitment Increase Supplement]
IN WITNESS WHEREOF, the undersigned have executed this Commitment Increase Supplement as of the date shown above.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, as an Issuer and as an Increasing Lender | ||||
By: |
/s/ PAGE DILLEHUNT |
|||
Name: | Page Dillehunt | |||
Title: | Managing Director | |||
By: |
/s/ MICHAEL D. WILLIS |
|||
Name: | Michael D. Willis | |||
Title: | Managing Director |
[McDermott Commitment Increase Supplement]
MCDERMOTT INTERNATIONAL, INC., as LC Borrower | ||
By: |
/s/ KATHERINE A. MURRAY |
|
Name: | Katherine A. Murray | |
Title: | Vice President, Treasurer |
[McDermott Commitment Increase Supplement]
WELLS FARGO BANK, N.A., as an Increasing Lender and an Issuer | ||
By: |
/s/ SHANNON CUNNINGHAM |
|
Name: | Shannon Cunningham | |
Title: | Vice President |
[McDermott Commitment Increase Supplement]
COMPASS BANK, as an Increasing Lender | ||
By: |
/s/ KHOA DUONG |
|
Name: | Khoa Duong | |
Title: | Vice President |
[McDermott Commitment Increase Supplement]
ABN AMRO CAPITAL USA LLC, as an Added Lender | ||
By: |
/s/ FRANCIS BIRKELAND |
|
Name: | Francis Birkeland | |
Title: | Managing Director | |
By: |
/s/ URVASHI ZUTSHI |
|
Name: | Urvashi Zutshi | |
Title: | Managing Director |
[Commitment Increase Supplement]
SUPPLEMENT TO SCHEDULE I
OF THE CREDIT AGREEMENT
LC Lender |
Existing Letter of
Credit Commitment Amount |
New Letter of
Credit Commitment Amount |
Amount of Letter of
Credit Commitment Increase |
|||||||||
Crédit Agricole Corporate and Investment Bank |
$ | 95,000,000.00 | $ | 125,000,000.00 | $ | 30,000,000.00 | ||||||
Wells Fargo Bank, N.A. |
$ | 95,000,000.00 | $ | 125,000,000.00 | $ | 30,000,000.00 | ||||||
Compass Bank |
$ | 50,000,000.00 | $ | 75,000,000.00 | $ | 25,000,000.00 | ||||||
ABN AMRO Capital USA LLC |
$ | 0.00 | $ | 35,000,000.00 | $ | 35,000,000.00 |
[Supplement to Schedule I]
SUPPLEMENT TO SCHEDULE III
OF THE CREDIT AGREEMENT
Issuer |
Existing Letter of
Credit Issuer Commitment Amount |
New Letter of
Credit Issuer Commitment Amount |
Amount of Letter of
Credit Issuer Commitment Increase |
|||||||||
Crédit Agricole Corporate and Investment Bank |
$ | 225,000,000.00 | $ | 275,000,000.00 | $ | 50,000,000.00 | ||||||
Wells Fargo Bank, N.A. |
$ | 225,000,000.00 | $ | 275,000,000.00 | $ | 50,000,000.00 |
[Schedule A]
SCHEDULE A
Additional Deliverables
A duly executed Consent and Agreement attached hereto (a Consent and Agreement ) from each Guarantor in the form attached to this Commitment Supplement Increase.
A certificate as to the good standing of the LC Borrower as of a recent date from the applicable governmental authority in Panama.
A certificate of (i) an Authorized Officer, the Secretary or the Assistant Secretary of each Loan Party dated the Increase Effective Date and certifying (A) (I) that attached thereto is a true and complete copy of the by-laws or similar document of such Loan Party as in effect on the Increase Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (II) that the by-laws or similar document of such Loan Party previously certified to the Administrative Agent has not been modified, rescinded or amended and are in full force and effect on the Increase Effective Date and at all times since a date prior to the date of the resolutions described in (B) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or similar governing body) of such Loan Party authorizing the execution, delivery and performance of the Commitment Increase Supplement, the Consent and Agreement or any other document delivered in connection herewith on behalf of such Loan Party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (C) (I) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last certification of such documents to the Administrative Agent or (II) that attached thereto is a copy of the certificate or articles of incorporation or other formation documents of such Loan Party; and (D) as to the incumbency and specimen signature of each officer executing the Commitment Increase Supplement, the Consent and Agreement or any other document delivered in connection herewith on behalf of such Loan Party; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to clause (i) above.
Canada
Deed of amendment in form and substance reasonably satisfactory to the Administrative Agent between McDermott Gulf Operating Company, Inc. and Crédit Agricole Corporate and Investment Bank in respect of the deed of covenants dated April 16, 2014 between McDermott Gulf Operating Company, Inc. and Crédit Agricole Corporate and Investment Bank relating to the marine mortgage over the Thebaud Sea vessel and governed by the laws of Nova Scotia, Canada.
[Schedule A]
Cayman Islands
An amended version of the register of members of each Guarantor incorporated in the Cayman Islands, updated to reflect the confirmation of the security granted over such Guarantors shares by the Consent and Agreement provided by the relevant member of such Guarantor.
An amended version of the register of mortgages and charges of each Guarantor incorporated in the Cayman Islands, updated to reflect the confirmation of the security granted by that Guarantor by the Consent and Agreement provided by that Guarantor.
Malta
Consent of Second Priority Mortgagee in form and substance reasonably satisfactory to the Administrative Agent by Wells Fargo Bank, National Association.
United Kingdom
A deed of confirmation in form and substance reasonably satisfactory to the Administrative Agent between McDermott Marine Construction Limited and Crédit Agricole Corporate and Investment Bank as Collateral Agent.
A charge over accounts in form and substance reasonably satisfactory to the Administrative Agent between McDermott Marine Construction Limited and Crédit Agricole Corporate and Investment Bank as Collateral Agent.
United States
Amendment No. 1 to Deed of Covenants in form and substance reasonably satisfactory to the Administrative Agent between Hydro Marine Services, Inc. and Crédit Agricole Corporate and Investment Bank as Collateral Agent.
Amendment No. 1 to Deed of Covenants in form and substance reasonably satisfactory to the Administrative Agent between J. Ray McDermott (Norway) AS and Crédit Agricole Corporate and Investment Bank as Collateral Agent.
[Schedule A]
SCHEDULE B
Post-Closing Deliverables
Australia
Within 90 days of the Increase Effective Date or as extended by the Administrative Agent in its sole discretion, the Parent shall cause those steps necessary or desirable for the duty stamping or increase in duty stamping of (a) the security interests in the pledged equity of J. Ray McDermott (Aust.) Holding Pty. Limited, McDermott Australia Pty. Ltd., and each other issuer of pledged equity organized in Australia, and (b) the security interests in the Inpex accounts receivable of McDermott Australia Pty. Ltd.
Malta
Within one (1) Business Day of the Increase Effective Date or as such date may be extended by the Administrative Agent in its sole discretion, the Mortgage Amendment to the First Priority Mortgage H dated and duly registered on May 19, 2015 over North Ocean 102 in form and substance reasonably satisfactory to the Administrative Agent by J. Ray McDermott (Norway) AS in favor of Crédit Agricole Corporate and Investment Bank as Collateral Agent.
Within one (1) Business Day of the Increase Effective Date or as such date may be extended by the Administrative Agent in its sole discretion, the Mortgage Amendment to the First Priority Mortgage A dated and duly registered on October 8, 2014 over Lay Vessel 108 in form and substance reasonably satisfactory to the Administrative Agent by Hydro Marine Services Inc. in favor of Crédit Agricole Corporate and Investment Bank as Collateral Agent.
[Schedule B]
CONSENT AND AGREEMENT
October 13, 2015
The undersigned each hereby consents to the provisions of this Commitment Increase Supplement and the transactions contemplated herein and hereby ratifies and confirms each of the Loan Documents to which it is a party, and, without limiting the foregoing, agree that such Loan Documents shall apply to the Obligations as they are or may be increased by this Commitment Increase Supplement and that its obligations and covenants (including, without limitation, any guarantee it has given or security it has granted pursuant thereto) under such Loan Documents are otherwise unimpaired hereby and shall remain in full force and effect. All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement dated as of April 16, 2014 (as amended, supplemented, restated, increased, extended or otherwise modified from time to time) by and among McDermott International, Inc., McDermott Finance L.L.C., Crédit Agricole Credit and Investment Bank, the Issuers and the Lenders from time to time party thereto.
This Consent and Agreement and the rights and obligations of the undersigned 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.
[Signature pages follow]
[Consent and Agreement]
CHARTERING COMPANY (SINGAPORE) PTE. LTD. |
||
DEEPSEA (AMERICAS) LLC |
||
DEEPSEA (EUROPE) LIMITED |
||
DEEPSEA (UK) LIMITED |
||
DEEPSEA GROUP LIMITED |
||
DEEPSEA (US) INCORPORATED |
||
EASTERN MARINE SERVICES, INC. |
||
GLOBAL ENERGY - MCDERMOTT LIMITED |
||
HYDRO MARINE SERVICES, INC. |
||
J. RAY HOLDINGS, INC. |
||
INTERNATIONAL VESSELS LTD. |
||
J. RAY MCDERMOTT (AUST.) HOLDING PTY. LIMITED |
||
J. RAY MCDERMOTT CANADA HOLDING, LTD. |
||
J. RAY MCDERMOTT CANADA, LTD. |
||
J. RAY MCDERMOTT (CASPIAN), INC. |
||
J. RAY MCDERMOTT ENGINEERING SERVICES PRIVATE LIMITED |
||
J. RAY MCDERMOTT FAR EAST, INC. |
||
J. RAY MCDERMOTT HOLDINGS, LLC |
||
J. RAY MCDERMOTT, S.A. |
||
J. RAY MCDERMOTT INTERNATIONAL, INC. |
||
J. RAY MCDERMOTT KAZAKHSTAN LIMITED LIABILITY PARTNERSHIP |
||
J. RAY MCDERMOTT LOGISTIC SERVICES PVT. LIMITED |
||
J. RAY MCDERMOTT (NORWAY), AS |
||
J. RAY MCDERMOTT (QINGDAO) PTE. LTD. |
||
J. RAY MCDERMOTT SOLUTIONS, INC. |
||
J. RAY MCDERMOTT TECHNOLOGY, INC. |
||
J. RAY MCDERMOTT UNDERWATER SERVICES, INC. |
||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer |
[Consent and Agreement]
J. RAY MCDERMOTT WEST AFRICA HOLDINGS, INC. |
||
J. RAY MCDERMOTT WEST AFRICA, INC. |
||
MALMAC SDN. BHD. |
||
MCDERMOTT ASIA PACIFIC PTE. LTD. |
||
MCDERMOTT AUSTRALIA PTY. LTD. |
||
MCDERMOTT BLACKBIRD HOLDINGS, LLC |
||
MCDERMOTT CASPIAN CONTRACTORS, INC. |
||
MCDERMOTT EASTERN HEMISPHERE, LTD. |
||
MCDERMOTT ENGINEERING, LLC |
||
MCDERMOTT FAR EAST, INC. |
||
MCDERMOTT FINANCE L.L.C. |
||
MCDERMOTT GULF OPERATING COMPANY, INC. |
||
MCDERMOTT, INC. |
||
MCDERMOTT INTERNATIONAL INVESTMENTS CO., INC. |
||
MCDERMOTT INVESTMENTS, LLC |
||
MCDERMOTT INTERNATIONAL MANAGEMENT, S. DE RL. |
||
MCDERMOTT INTERNATIONAL TRADING CO., INC. |
||
MCDERMOTT INTERNATIONAL VESSELS, INC. |
||
MCDERMOTT MARINE CONSTRUCTION LIMITED |
||
MCDERMOTT MIDDLE EAST, INC. |
||
MCDERMOTT OFFSHORE SERVICES COMPANY, INC. |
||
MCDERMOTT OLD JV OFFICE, INC. |
||
MCDERMOTT OVERSEAS, INC. MCDERMOTT SUBSEA, INC. |
||
MCDERMOTT SUBSEA ENGINEERING, INC. |
||
MCDERMOTT TRADE CORPORATION |
||
NORTH ATLANTIC VESSEL, INC. |
||
OPI VESSELS, INC. |
||
SABINE RIVER REALTY, INC. |
||
SPARTEC, INC. |
||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer |
[Consent and Agreement]
DEEPSEA (HOLLAND) B.V. |
||
J. RAY MCDERMOTT INVESTMENTS B.V. |
||
J. RAY MCDERMOTT (LUXEMBOURG), S.AR.L. |
||
J. RAY MCDERMOTT (NIGERIA) LIMITED |
||
MCDERMOTT HOLDINGS (U.K.) LIMITED |
||
MCDERMOTT INTERNATIONAL B.V. |
||
MCDERMOTT INTERNATIONAL MARINE INVESTMENTS N.V. |
||
MC DERMOTT OVERSEAS INVESTMENT CO. N.V. |
||
MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA. |
||
PT. BAJA WAHANA INDONESIA |
||
SINGAPORE HUANGDAO PTE. LTD. |
||
VARSY INTERNATIONAL N.V. |
||
ELDRIDGE PTE. LTD. |
||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Authorized Person |
[Consent and Agreement]
J. RAY MCDERMOTT DE MEXICO, S.A. DE C.V. |
||
MCDERMOTT MARINE MEXICO, S.A. DE C.V. |
||
SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V. |
||
SERVICIOS DE FABRICACION DE ALTAMIRA, S.A. DE C.V. |
||
By: |
/s/ ANA LAURA MENDEZ BURKART |
|
Name: | Ana Laura Mendez Burkart | |
Title: | Attorney-in-fact |
[Consent and Agreement]
EXECUTED AND DELIVERED | ||
as deed on behalf of | ||
J. RAY MCDERMOTT INTERNATIONAL VESSELS, LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer | |
Witnessed | ||
By: |
/s/ ROBERT E. STUMPF |
|
Name: | Robert E. Stumpf | |
Title: | Assistant Secretary | |
EXECUTED AND DELIVERED as deed on behalf of |
||
MCDERMOTT CAYMAN LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer | |
Witnessed | ||
By: |
/s/ ROBERT E. STUMPF |
|
Name: | Robert E. Stumpf | |
Title: | Assistant Secretary | |
EXECUTED AND DELIVERED as deed on behalf of |
||
OFFSHORE PIPELINES INTERNATIONAL, LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer | |
Witnessed | ||
By: |
/s/ ROBERT E. STUMPF |
|
Name: | Robert E. Stumpf | |
Title: | Assistant Secretary |
[Consent and Agreement]
Executed by J. Ray Mcdermott (Aust.) Holding Pty. Limited. ACN 002 797 668 acting by the following persons or, if the seal is affixed, witnessed by the following persons in accordance with s127 of the Corporations Act 2001: | ||||
/s/ HUGH JOHN CUTHBERTSON |
/s/ GREGORY DEACON POWELL |
|||
Signature of director | Signature of director/company secretary | |||
Hugh John Cuthbertson |
Gregory Deacon Powell |
|||
Name of director (print) | Name of director (print) | |||
Executed by Mcdermott Australia Pty. Ltd. ACN 002 736 352 acting by the following persons or, if the seal is affixed, witnessed by the following persons in accordance with s127 of the Corporations Act 2001: | ||||
/s/ HUGH JOHN CUTHBERTSON |
/s/ GREGORY DEACON POWELL |
|||
Signature of director | Signature of director/company secretary | |||
Hugh John Cuthbertson |
Gregory Deacon Powell |
|||
Name of director (print) | Name of director (print) |
[Consent and Agreement]
Exhibit 4.2
Execution Version
ASSUMPTION AGREEMENT
This Assumption Agreement dated as of October 13, 2015 (this Assumption Agreement ), is made by Eldridge Pte. Ltd., a company incorporated under the laws of Singapore (the Additional Grantor ), in favor of Crédit Agricole Corporate and Investment Bank ( CA CIB ), as administrative agent (in such capacity and together with its successors in such capacity, the Administrative Agent ) for the Lenders and the Issuers and collateral agent (in such capacity and together with its successors in such capacity, the Collateral Agent ) for the Secured Parties.
WHEREAS, McDermott International, Inc., a Panamanian corporation (the Parent ) and McDermott Finance L.L.C., a Delaware limited liability company (the Term Borrower ), entered into the Credit Agreement dated April 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement ), with the Lenders, the Issuers and CA CIB, as administrative agent for the Lenders and the Issuers and collateral agent for the Secured Parties. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, in connection with the Credit Agreement, the Parent, the Term Borrower and certain of their Subsidiaries (other than the Additional Grantor) have entered into the First Lien Pledge and Security Agreement dated as of April 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Pledge and Security Agreement ), in favor of the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties;
WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Pledge and Security Agreement as a Grantor (as defined in the Pledge and Security Agreement) and a Guarantor thereunder; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Pledge and Security Agreement as a Grantor and a Guarantor thereunder;
NOW, THEREFORE, IT IS AGREED:
1. Pledge and Security Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor and a Guarantor thereunder with the same force and effect as if originally named therein as a Grantor and a Guarantor. In accordance with the terms of the Pledge and Security Agreement and without limiting the generality of the foregoing, the Additional Grantor hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor under the Pledge and Security Agreement; (b) guarantees the Borrowers Obligations pursuant to Section 2 of the Pledge and Security Agreement; and (c) grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Additional Grantors right, title and interest in and to the Collateral (as defined in the Pledge and Security Agreement), wherever located and
whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Additional Grantors Obligations. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedules 4.3, 4.4 and 4.7 to the Pledge and Security Agreement. The Additional Grantor hereby makes each of the representations and warranties contained in Section 4 of the Pledge and Security Agreement (as supplemented by, and after giving effect to, this Assumption Agreement and the Schedules attached hereto) as of the date hereof.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO 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.
[Remainder of this page intentionally left blank]
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
ELDRIDGE PTE. LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Authorized Person |
Signature Page to
Assumption Agreement (First Lien)
Acknowledged and Accepted:
MCDERMOTT ASIA PACIFIC PTE. LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer |
Signature Page to
Assumption Agreement (First Lien)
Annex 1
SUPPLEMENTAL SCHEDULES
(See Attached.)
SCHEDULE 4.3
TO PLEDGE AND SECURITY AGREEMENT
PERFECTED FIRST PRIORITY LIENS
UCC Filings
A UCC1 Financing Statement listing the Additional Grantor, as debtor, and the Collateral Agent, as secured party, should be filed in the governmental office set forth below. The UCC1 Financing Statement will need to include a description of the Collateral that complies with Section 9-504 of the Uniform Commercial Code.
Grantor |
Jurisdiction of Filing |
|
Eldridge Pte. Ltd. |
Texas Secretary of State Washington, D.C. Recorder of Deeds |
SCHEDULE 4.4
TO PLEDGE AND SECURITY AGREEMENT
NAME; JURISDICTION OF ORGANIZATION, ETC.
Exact Legal Name of Grantor |
Type of Organization |
Jurisdiction of Organization |
Organizational Identification Number |
Chief Executive Office |
||||
Eldridge Pte. Ltd. | Limited Private Company | Singapore | 201114434K |
11 Lorong 3, Toa Payoh, Block A #01-01, Jackson Square, Singapore 310579 |
Prior Names during last 5 years :
N/A
Prior Addresses during last 5 years :
N/A
SCHEDULE 4.7
TO PLEDGE AND SECURITY AGREEMENT
INVESTMENT PROPERTY
Pledged Stock :
Grantor |
Issuer |
Type of
|
# of Shares Owned |
Total Shares
|
% of
Interest Pledged |
Certificate
No. |
Par Value | |||||||||||
Limited Private Company | 1 ordinary share | 100 ordinary shares | 100 | % | 1 | USD | 1 | |||||||||||
McDermott Asia Pacific Pte. Ltd. |
Eldridge Pte. Ltd. | 49 ordinary shares | 4 | USD | 1 | |||||||||||||
50 ordinary shares | 5 | USD | 1 |
Pledged Trust Interests :
N/A
Pledged Notes :
N/A
Pledged Commodities Contracts :
N/A
Exhibit 4.3
Execution Version
ASSUMPTION AGREEMENT
This Assumption Agreement dated as of October 13, 2015 (this Assumption Agreement ), is made by Eldridge Pte. Ltd., a company incorporated under the laws of Singapore (the Additional Grantor ), in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity and together with its successors in such capacity, the Collateral Agent ) for the Secured Parties (as defined in the Second Lien Pledge and Security Agreement (as defined below)).
WHEREAS, McDermott International, Inc., a Panamanian corporation (the Issuer ) entered into the Indenture dated April 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Indenture ), with the Guarantors, the Collateral Agent and Wells Fargo Bank, National Association, as Trustee. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
WHEREAS, in connection with the Indenture, the Issuer and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Second Lien Pledge and Security Agreement dated as of April 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Second Lien Pledge and Security Agreement ), in favor of the Collateral Agent for the ratable benefit of the Secured Parties;
WHEREAS, the Indenture requires the Additional Grantor to become a party to the Second Lien Pledge and Security Agreement as a Grantor (as defined in the Second Lien Pledge and Security Agreement) thereunder; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Second Lien Pledge and Security Agreement as a Grantor thereunder;
NOW, THEREFORE, IT IS AGREED:
(i) Second Lien Pledge and Security Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Second Lien Pledge and Security Agreement, hereby becomes a party to the Second Lien Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor. In accordance with the terms of the Second Lien Pledge and Security Agreement and without limiting the generality of the foregoing, the Additional Grantor hereby expressly (a) assumes all obligations and liabilities of a Grantor under the Second Lien Pledge and Security Agreement; and (b) grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Additional Grantors right, title and interest in and to the Collateral (as defined in the Second Lien Pledge and Security Agreement), wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Additional Grantors Notes Obligations. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedules 4.3, 4.4 and 4.7 to the Second Lien Pledge and Security Agreement. The
Additional Grantor hereby makes each of the representations and warranties contained in Section 4 of the Second Lien Pledge and Security Agreement (as supplemented by, and after giving effect to, this Assumption Agreement and the Schedules attached hereto) as of the date hereof.
(ii) GOVERNING LAW . THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO 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.
[Remainder of this page intentionally left blank]
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
ELDRIDGE PTE. LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Authorized Person |
Signature Page to
Assumption Agreement (Second Lien)
Acknowledged and Accepted:
MCDERMOTT ASIA PACIFIC PTE. LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer |
Signature Page to
Assumption Agreement (Second Lien)
Annex 1
SUPPLEMENTAL SCHEDULES
(See Attached.)
SCHEDULE 4.3
TO PLEDGE AND SECURITY AGREEMENT
PERFECTED FIRST PRIORITY LIENS
UCC Filings
A UCC1 Financing Statement listing the Additional Grantor, as debtor, and the Collateral Agent, as secured party, should be filed in the governmental office set forth below. The UCC1 Financing Statement will need to include a description of the Collateral that complies with Section 9-504 of the Uniform Commercial Code.
Grantor |
Jurisdiction of Filing |
|
Eldridge Pte. Ltd. |
Texas Secretary of State Washington, D.C. Recorder of Deeds |
SCHEDULE 4.4
TO PLEDGE AND SECURITY AGREEMENT
NAME; JURISDICTION OF ORGANIZATION, ETC.
Exact Legal Name of Grantor |
Type of Organization |
Jurisdiction of Organization |
Organizational
Number |
Chief Executive Office |
||||
Eldridge Pte. Ltd. | Limited Private Company | Singapore | 201114434K |
11 Lorong 3, Toa Payoh, Block A #01-01, Jackson Square, Singapore 310579 |
Prior Names during last 5 years :
N/A
Prior Addresses during last 5 years :
N/A
SCHEDULE 4.7
TO PLEDGE AND SECURITY AGREEMENT
INVESTMENT PROPERTY
Pledged Stock :
Grantor |
Issuer |
Type of
|
# of Shares Owned |
Total Shares
|
% of
Interest Pledged |
Certificate
No. |
Par Value | |||||||||||
Limited Private Company | 1 ordinary share | 100 ordinary shares | 100 | % | 1 | USD | 1 | |||||||||||
McDermott Asia Pacific Pte. Ltd. |
Eldridge Pte. Ltd. | 49 ordinary shares | 4 | USD | 1 | |||||||||||||
50 ordinary shares | 5 | USD | 1 |
Pledged Trust Interests :
N/A
Pledged Notes :
N/A
Pledged Commodities Contracts :
N/A
Exhibit 4.4
Execution Version
SECOND SUPPLEMENTAL INDENTURE AND GUARANTEE
This Second Supplemental Indenture and Guarantee, dated as of October 13, 2015 (this Supplemental Indenture or Guarantee ), among Eldridge Pte. Ltd., a corporation organized and existing under the laws of Singapore (the New Guarantor ), McDermott International, Inc., as the Issuer, each existing Guarantor under the Indenture referred to below, Wells Fargo Bank, National Association, as Trustee, paying agent and registrar under such Indenture and Wells Fargo Bank, National Association, as Collateral Agent under such Indenture.
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an Indenture, dated as of April 16, 2014 (as amended, supplemented, waived or otherwise modified, the Indenture ), providing for the issuance of an unlimited aggregate principal amount of 8.000% Senior Secured Notes due 2021 of the Issuer (the Notes );
WHEREAS, Section 4.17 and Article X of the Indenture provides that the Issuer will cause any Restricted Subsidiary that guarantees any Indebtedness of the Issuer or any Guarantor under a Credit Facility to execute and deliver a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Issuer under the Indenture on the same terms and conditions as those set forth in the Indenture; and
WHEREAS, pursuant to Section 9.1(4) of the Indenture, the Trustee, the Collateral Agent, the Issuer and the Guarantors are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add an additional Guarantor.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the existing Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms . As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be Bound . The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
SECTION 2.2 Guarantee . The New Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations of the Issuer pursuant to the Notes and the Indenture in accordance with Section 10.1(a) of the Indenture.
ARTICLE III
Miscellaneous
SECTION 3.1 Notices . All notices and other communications to the New Guarantor shall be given as provided in the Indenture to the New Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.
c/o McDermott International, Inc.
P.O. Box 940519
Houston, Texas 77094-7519
Facsimile: (281) 870-5755
Attention: Liane K. Hinrichs
With a copy to:
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
Facsimile: (713) 229-7738
Attention: Ted W. Paris
SECTION 3.2 Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
SECTION 3.3 Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.4 Service of Process . Each of the Issuer and each non-U.S. Guarantor (including the New Guarantor) hereby appoints McDermott, Inc. as its agent for service of process in any suit, action or proceeding with respect to this Supplemental Indenture, the Indenture, the Notes or the Guarantees and for actions brought under federal or state securities laws brought in any federal or state court located in The City of New York.
2
SECTION 3.5 Severability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.6 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. Neither the Trustee nor the Collateral Agent makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the New Guarantors Guarantee
SECTION 3.7 Counterparts . The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
SECTION 3.8 Headings . The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[ Signatures on following page ]
3
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture and Guarantee to be duly executed as of the date first above written.
MCDERMOTT INTERNATIONAL, INC. | ||
By: |
/s/ KATHERINE A. MURRAY |
|
Name: | Katherine A. Murray | |
Title: | Vice President, Treasurer | |
NEW GUARANTOR : | ||
ELDRIDGE PTE. LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Authorized Person |
Signature Page to
Second Supplemental Indenture and Guarantee
EXISTING GUARANTORS: | ||
CHARTERING COMPANY (SINGAPORE) PTE. LTD. |
||
DEEPSEA (AMERICAS) LLC |
||
DEEPSEA (EUROPE) LIMITED |
||
DEEPSEA (UK) LIMITED |
||
DEEPSEA GROUP LIMITED |
||
DEEPSEA (US) INCORPORATED |
||
EASTERN MARINE SERVICES, INC. |
||
GLOBAL ENERGY - MCDERMOTT LIMITED |
||
HYDRO MARINE SERVICES, INC. |
||
J. RAY HOLDINGS, INC. |
||
INTERNATIONAL VESSELS LTD. |
||
J. RAY MCDERMOTT (AUST.) HOLDING PTY. LIMITED |
||
J. RAY MCDERMOTT CANADA HOLDING, LTD. |
||
J. RAY MCDERMOTT CANADA, LTD. |
||
J. RAY MCDERMOTT (CASPIAN), INC. |
||
J. RAY MCDERMOTT ENGINEERING SERVICES PRIVATE LIMITED |
||
J. RAY MCDERMOTT FAR EAST, INC. |
||
J. RAY MCDERMOTT HOLDINGS, LLC |
||
J. RAY MCDERMOTT, S.A. |
||
J. RAY MCDERMOTT INTERNATIONAL, INC. |
||
J. RAY MCDERMOTT KAZAKHSTAN LIMITED LIABILITY PARTNERSHIP |
||
J. RAY MCDERMOTT LOGISTIC SERVICES PVT. LIMITED |
||
J. RAY MCDERMOTT (NORWAY), AS |
||
J. RAY MCDERMOTT (QINGDAO) PTE. LTD. |
||
J. RAY MCDERMOTT SOLUTIONS, INC. |
||
J. RAY MCDERMOTT TECHNOLOGY, INC. |
||
J. RAY MCDERMOTT UNDERWATER SERVICES, INC. |
||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer |
Signature Page to
Second Supplemental Indenture and Guarantee
J. RAY MCDERMOTT WEST AFRICA HOLDINGS, INC. |
||
J. RAY MCDERMOTT WEST AFRICA, INC. |
||
MALMAC SDN. BHD. |
||
MCDERMOTT ASIA PACIFIC PTE. LTD. |
||
MCDERMOTT AUSTRALIA PTY. LTD. |
||
MCDERMOTT BLACKBIRD HOLDINGS, LLC |
||
MCDERMOTT CASPIAN CONTRACTORS, INC. |
||
MCDERMOTT EASTERN HEMISPHERE, LTD. |
||
MCDERMOTT ENGINEERING, LLC |
||
MCDERMOTT FAR EAST, INC. |
||
MCDERMOTT FINANCE L.L.C. |
||
MCDERMOTT GULF OPERATING COMPANY, INC. |
||
MCDERMOTT, INC. |
||
MCDERMOTT INTERNATIONAL INVESTMENTS CO., INC. |
||
MCDERMOTT INVESTMENTS, LLC |
||
MCDERMOTT INTERNATIONAL MANAGEMENT, S. DE RL. |
||
MCDERMOTT INTERNATIONAL TRADING CO., INC. |
||
MCDERMOTT INTERNATIONAL VESSELS, INC. |
||
MCDERMOTT MARINE CONSTRUCTION LIMITED |
||
MCDERMOTT MIDDLE EAST, INC. |
||
MCDERMOTT OFFSHORE SERVICES COMPANY, INC. |
||
MCDERMOTT OLD JV OFFICE, INC. |
||
MCDERMOTT OVERSEAS, INC. |
||
MCDERMOTT SUBSEA, INC. |
||
MCDERMOTT SUBSEA ENGINEERING, INC. |
||
MCDERMOTT TRADE CORPORATION |
||
NORTH ATLANTIC VESSEL, INC. |
||
OPI VESSELS, INC. |
||
SABINE RIVER REALTY, INC. |
||
SPARTEC, INC. |
||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer |
Signature Page to
Second Supplemental Indenture and Guarantee
DEEPSEA (HOLLAND) B.V. |
||
J. RAY MCDERMOTT INVESTMENTS B.V. |
||
J. RAY MCDERMOTT (LUXEMBOURG), S.AR.L. |
||
J. RAY MCDERMOTT (NIGERIA) LIMITED |
||
MCDERMOTT HOLDINGS (U.K.) LIMITED |
||
MCDERMOTT INTERNATIONAL B.V. |
||
MCDERMOTT INTERNATIONAL MARINE INVESTMENTS N.V. |
||
MC DERMOTT OVERSEAS INVESTMENT CO. N.V. |
||
MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA. |
||
PT. BAJA WAHANA INDONESIA |
||
SINGAPORE HUANGDAO PTE. LTD. |
||
VARSY INTERNATIONAL N.V. |
||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Authorized Person |
Signature Page to
Second Supplemental Indenture and Guarantee
J. RAY MCDERMOTT DE MEXICO, S.A. DE C.V. |
||
MCDERMOTT MARINE MEXICO, S.A. DE C.V. |
||
SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V. |
||
SERVICIOS DE FABRICACION DE ALTAMIRA, S.A. DE C.V. |
||
By: |
/s/ ANA LAURA MENDEZ BURKART |
|
Name: | Ana Laura Mendez Burkart | |
Title: | Attorney-in-fact |
Signature Page to
Second Supplemental Indenture and Guarantee
Executed by J. Ray Mcdermott (Aust.) Holding Pty. Limited. ACN 002 797 668 acting by the following persons or, if the seal is affixed, witnessed by the following persons in accordance with s127 of the Corporations Act 2001: | ||||
/s/ HUGH JOHN CUTHBERTSON |
/s/ GREGORY DEACON POWELL |
|||
Signature of director | Signature of director/company secretary | |||
Hugh John Cuthbertson |
Gregory Deacon Powell |
|||
Name of director (print) | Name of director (print) | |||
Executed by Mcdermott Australia Pty. Ltd. ACN 002 736 352 acting by the following persons or, if the seal is affixed, witnessed by the following persons in accordance with s127 of the Corporations Act 2001: | ||||
/s/ HUGH JOHN CUTHBERTSON |
/s/ GREGORY DEACON POWELL |
|||
Signature of director | Signature of director | |||
Hugh John Cuthbertson |
Gregory Deacon Powell |
|||
Name of director (print) | Name of director (print) |
Signature Page to
Second Supplemental Indenture and Guarantee
EXECUTED AND DELIVERED | ||
as deed on behalf of | ||
J. RAY MCDERMOTT INTERNATIONAL VESSELS, LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer | |
Witnessed | ||
By: |
/s/ ROBERT E. STUMPF |
|
Name: | Robert E. Stumpf | |
Title: | Assistant Secretary | |
EXECUTED AND DELIVERED as deed on behalf of |
||
MCDERMOTT CAYMAN LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer | |
Witnessed | ||
By: |
/s/ ROBERT E. STUMPF |
|
Name: | Robert E. Stumpf | |
Title: | Assistant Secretary | |
EXECUTED AND DELIVERED as deed on behalf of |
||
OFFSHORE PIPELINES INTERNATIONAL, LTD. | ||
By: |
/s/ JAMES P. GOODWIN |
|
Name: | James P. Goodwin | |
Title: | Assistant Treasurer | |
Witnessed | ||
By: |
/s/ ROBERT E. STUMPF |
|
Name: | Robert E. Stumpf | |
Title: | Assistant Secretary |
Signature Page to
Second Supplemental Indenture and Guarantee
WELLS FARGO BANK, NATIONAL ASSOCIATION , as Trustee | ||||
By: |
/s/ PATRICK T. GIORDANO |
|||
Name: | Patrick T. Giordano | |||
Title: | Vice President | |||
WELLS FARGO BANK, NATIONAL ASSOCIATION , as Collateral Agent | ||||
By: |
/s/ PATRICK T. GIORDANO |
|||
Name: | Patrick T. Giordano | |||
Title: | Vice President |
Signature Page to
Second Supplemental Indenture and Guarantee