exv4w1



 





Exhibit 4.1




THIRD AMENDMENT TO CREDIT AGREEMENT




          THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 9, 2007 and is
entered into by and among J. RAY MCDERMOTT, S.A., a Panamanian corporation (the
“Borrower”), CERTAIN OF THE GUARANTORS executing the signature pages hereto, CERTAIN LENDERS AND
SYNTHETIC INVESTORS (as such terms are defined in the hereinafter described Credit Agreement)
listed on the signature pages hereto (the “Lenders”), and CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as Administrative Agent (in such capacity,
“Administrative Agent”) and as Collateral
Agent (in such capacity, “Collateral Agent”), and is made with reference to that certain CREDIT
AGREEMENT dated as of June 6, 2006 (as amended by the First Amendment dated as of August 4, 2006
and the Second Amendment dated as of December 1, 2006, the
“Credit Agreement”) by and among
Borrower, Lenders, Administrative Agent and the other agents party thereto. Capitalized terms used
herein without definition shall have the same meanings herein as set forth in the Credit Agreement
after giving effect to this Amendment.




RECITALS




          WHEREAS, the Borrower has requested that the Lenders and the Synthetic Investors agree to
amend certain provisions of the Credit Agreement as provided for herein; and




          WHEREAS, subject to certain conditions provided for herein, the Lenders and the Synthetic
Investors are willing to agree to such amendments.




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




     SECTION I. Amendments



   1.1  Amendments to Section 1: Definitions. 



          A. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions
in proper alphabetical sequence:





          “Available Amount” shall mean, at any time,




          (a) the sum of (i) 35% of Excess Cash Flow; plus (ii) 100% of the aggregate net
cash proceeds received by the Borrower since the Third Amendment Effective Date from the
issuance of Stock or from capital contributions to the Borrower;



     less




          (b) the amount thereof theretofore utilized for Investments under Section 8.3(h)(ii)
and Restricted Payments under Section 8.5(e)(ii).



 









 






          “ECF Calculation Date” means the last day of the most recently ended Fiscal Quarter for
which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b).




          “Excess Cash Flow” means, for any ECF Calculation Date, an amount (if positive) equal
to (i) EBITDA for the period (taken as one accounting period) from the beginning of the
Borrower’s Fiscal Quarter that commenced April 1, 2007 to the ECF Calculation Date
minus (ii) the sum, without duplication, of the amounts for such period of (a)
Capital Expenditures, plus (b) Interest Expense.




          “Secunda Purchase Agreement” means that certain Asset Purchase Agreement dated as of
June 1, 2007 by and among J. Ray McDermott Canada, Ltd., Secunda International Limited and
the other sellers listed on the signature pages thereto.




          “Third Amendment” means that certain Third Amendment to Credit Agreement dated as of
July ___, 2007 among the Borrower, the Administrative Agent, the Collateral Agent and the
Lenders and Synthetic Investors listed on the signature pages thereto.




          “Third Amendment Effective Date” means the date of satisfaction of the conditions
referred to in Section II of the Third Amendment.



     B. Section 1.1 of the Credit Agreement is hereby further amended by deleting the “and” at the
end of clause (iii)in the definition of “Capital Expenditures” and inserting new clauses (v) and
(vi) at the end of clause (iv), such new clauses (v) and (vi) to read in their entirety as follows:




“(v) the initial purchase price of the 31/64th ownership interests in the vessel
“Thebaud Sea” pursuant to the Secunda Purchase Agreement and (vi) Capital Expenditures made
to the vessels “Thebaud Sea” and “Bold Endurance” prior to each such vessel becoming
Mortgaged Vessels.”



     C. Section 1.1 of the Credit Agreement is hereby further amended by deleting the “and” at the
end of clause (e) in the definition of “Customary Permitted Liens”, and inserting new clauses (g)
and (h), such new clauses (g) and (h) to read in their entirety as follows:




          “(g) liens, pledges or deposits relating to escrows established in connection with the
purchase or sale of property otherwise permitted hereunder and the amounts secured thereby
shall not exceed the aggregate consideration in connection with such purchase or sale
(whether established for an adjustment in purchase price or liabilities, to secure
indemnities, or otherwise); and




          “(h) bankers’ Liens, rights of setoff and other similar Liens existing solely with
respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the
Borrower or a Subsidiary, in each case granted in the ordinary course of business in favor
of the bank or banks with which such accounts are maintained, securing amounts owing to such
bank with respect to cash management and operating account arrangements, including those
involving pooled accounts and netting arrangements; provided that, unless such Liens are
non-consensual and arise by operation of law, in no



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case shall any such Liens secure (either directly or indirectly) the repayment of any
Indebtedness”



     D. Section 1.1 of the Credit Agreement is hereby further amended by deleting clause (a) in the
definition of “Intercompany Subordinated Debt Payment” and inserting a new clause (a), such clause
(a) to read in its entirety as follows:




“(a) such Subordinated Debt (i) is owed to the Borrower or a Subsidiary or Joint Venture of
the Borrower that is a Guarantor or (ii) is permitted by Section 8.1(f)(vi) and”



     E. Section 1.1 of the Credit Agreement is hereby further amended by (i) deleting the words
“required to be” from the definition of “Mortgaged Vessels” and (ii) adding “or 8.1(h)(only in the
case of assumed debt pursuant to 8.1(h))” immediately after “8.1(d)” in clause (ii) of the
definition of “Mortgaged Vessels.”



     F. Section 1.1 of the Credit Agreement is hereby further amended by deleting clause (e) in the
definition of “Permitted Acquisitions” and inserting a new clause (e), such clause (e) to read in
its entirety as follows:




“ (e) if such Permitted Acquisition involves the acquisition of one or more marine vessels,
in each case having a Fair Market Value in excess of $10,000,000, such vessel or vessels,
except in the case where acquired using Indebtedness permitted by Section 8.1(d) or
8.1(h)(only in the case of assumed debt pursuant to 8.1(h)), shall within 20 Business Days
of such acquisition, become Collateral pursuant to arrangements substantially similar to
those made with respect to similar Mortgaged Vessels on the Effective Date; and”



   1.2 Amendments to Section 2.8: Optional Prepayments.



     Section 2.8 of the Credit Agreement is hereby amended by adding the following sentence at the
end thereto:




“A notice of prepayment of the outstanding principal amount of the Loans and Swing Loans in
whole or in part may state that such notice is conditioned upon the effectiveness of other
credit facilities, and if any notice so states it may be revoked by the Borrower by notice
to the Administrative Agent on or prior to the date specified for such prepayment that the
refinancing condition has not been met and the notice of such prepayment is to be revoked
(it being understood that any Loans outstanding at the time of such notice or drawn
thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may
be converted to Eurodollar Rate Loans pursuant to Section 2.11).”



1.3 Amendments to Section 2.18: Incremental Facilities.




     The Credit Agreement is hereby amended by adding a new Section 2.18 to read as follows:



     “Section 2.18 Incremental Facilities



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     The Borrower may by written notice to the Administrative Agent elect to request prior
to the Revolving Facility Termination Date, one or more increases to the existing Revolving
Commitments (any such increase, the “New Revolving
Commitments”), by an amount not in excess
of $100,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser
amount which shall be approved by Administrative Agent); provided that any such increase in
the Revolving Commitments shall be accompanied by a corresponding decrease in the Synthetic
Commitments which itself shall be accompanied by a corresponding repayment of Synthetic
Loans and/or a refund of Credit-Linked Deposits, as applicable. Such notice shall specify
(A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New
Revolving Commitments shall be effective, which shall be a date not less than 10 Business
Days after the date on which such notice is delivered to the Administrative Agent and (B)
the identity of each Lender or other Person that is an Eligible Assignee (each, a “New
Revolving Lender”) to whom the Borrower proposes any portion of such New Revolving
Commitments be allocated and the amounts of such allocations; provided that the
Administrative Agent may elect or decline to arrange such New Revolving Commitments in its
sole discretion and any Lender approached to provide all or a portion of the New Revolving
Commitments may elect or decline, in its sole discretion, to provide a New Revolving
Commitment. Such New Revolving Commitments shall become effective, as of such Increased
Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased
Amount Date before or after giving effect to such New Revolving Commitments; (2) the
Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants
set forth in Article V as of the last day of the most recently ended Fiscal Quarter after
giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be
effected pursuant to a joinder agreement in form and substance acceptable to the
Administrative Agent in its reasonable discretion, executed and delivered by the Borrower,
the New Revolving Lender and the Administrative Agent, and which shall be recorded in the
Register and each New Revolving Lender shall be subject to the requirements set forth in
Section 2.16(f); (4) the Borrower shall make any payments required pursuant to Section
2.14(e) in connection with the New Revolving Commitments; and (5) the Borrower shall deliver
or cause to be delivered any legal opinions or other documents reasonably requested by
Administrative Agent in connection with any such transaction.




     On the Increased Amount Date on which New Revolving Commitments are effected, subject
to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders
shall assign to each of the New Revolving Lenders, and each of the New Revolving Lenders
shall purchase from each of the Revolving Lenders, at the principal amount thereof (together
with accrued interest), such interests in the Revolving Loans outstanding on such Increased
Amount Date as shall be necessary in order that, after giving effect to all such assignments
and purchases, such Revolving Loans will be held by existing Revolving Lenders and New
Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect
to the addition of such New Revolving Commitments to the Revolving Commitments, (b) each New
Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan
made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a



4









 







Revolving Loan and (c) each New Revolving Lender shall become a Lender with respect to
the New Revolving Commitment and all matters relating thereto.




     The Administrative Agent shall notify the Lenders and the Synthetic Investors promptly
upon receipt of Borrower’s notice of the Increased Amount Date and in respect thereof (y)
the New Revolving Commitments and the New Revolving Lenders, and (z) in the case of each
notice to any Revolving Lender, the respective interests in such Revolving Lender’s
Revolving Loans, in each case subject to the assignments contemplated by this Section.




The terms and provisions of the New Revolving Loans shall be identical to the Revolving
Loans. Each joinder agreement may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the opinion of the Administrative Agent to effect the provision of this
Section 2.18.”



   1.4 Amendments to Section 3.2: Conditions Precedent to Each Loan.



     Section 3.2 of the Credit Agreement is hereby amended by deleting clause (d) therein in its
entirety.



   1.5 Amendments to Section 6.1: Financial Statements.



     A. Section 6.1 of the Credit Agreement is hereby amended by deleting clause (c) in its
entirety and inserting a new clause (c), such clause (c) to read in its entirety as follows:




“ (c) Compliance Certificate. Together with each delivery of any financial statement
pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of the Borrower
substantially in the form of Exhibit K (each, a “Compliance Certificate”) (i) showing in
reasonable detail the calculations used in determining the Leverage Ratio and demonstrating
compliance with each of the other financial covenants contained in Article V (Financial
Covenants), and (ii) stating that no Default or Event of Default has occurred and is
continuing or, if a Default or an Event of Default has occurred and is continuing, stating
the nature thereof and the action which the Borrower has taken or proposes to take with
respect thereto.”



     B. Section 6.1 of the Credit Agreement is hereby further amended by deleting clause (e)
therein in its entirety.



   1.6 Amendments to Section 7.11: Additional Collateral and Guaranties.



     Section 7.11(d) of the Credit Agreement is hereby amended by (i) replacing the reference
therein to “$3,000,000” with a reference to “$10,000,000” and (ii) adding “or 8.1(h)(only in the
case of assumed debt pursuant to 8.1(h))” immediately after “8.1(d)” at the end of the phrase
contained in the first parenthetical thereof.



   1.7 Amendments to Section 8.1: Indebtedness.



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     A. Section 8.1(f) of the Credit Agreement is hereby amended by deleting “or” at the end of
clause (iv) thereof, adding “or” at the end of clause (v) thereof and inserting a new clause (vi)
immediately preceding the phrase “; provided, however,”, such clause (vi) to read in its entirety
as follows:




“(vi) from Babcock & Wilcox Canada Ltd. to the Borrower or a Subsidiary of the Borrower to
pay a portion of the purchase price in connection with the acquisition contemplated by the
Secunda Purchase Agreement, in an aggregate principal amount not to exceed $55,000,000 (or
its equivalent)”



     B. Section 8.1(f) of the Credit Agreement is hereby further amended by inserting “or (vi)”
immediately after the phrase “clause (iii)” in the parenthetical in clause (x) thereof.



     C. Section 8.1 of the Credit Agreement is hereby further amended by deleting “and” at the end
of paragraph (j) thereof, deleting the period at the end of clause (k) thereof, adding “; and” at
the end of paragraph (k) thereof and inserting a new paragraph (l) immediately after paragraph (k)
thereof, such paragraph (l) to read in its entirety as follows:




“ (l) Indebtedness in respect of any insurance premium financing for insurance being
acquired by the Borrower or any Subsidiary under customary terms and conditions and not in
connection with the borrowing of money.”



   1.8 Amendments to Section 8.2: Liens, Etc.



     A. Section 8.2 of the Credit Agreement is hereby amended by deleting clause (d) in its
entirety and replacing it with the following:




“ (d) Liens granted by the Borrower or any Subsidiary of the Borrower under a Capital Lease
and Liens to which any property is subject at the time, on or after the Effective Date, of
the Borrower’s or such Subsidiary’s acquisition thereof in accordance with this Agreement,
in each case securing Indebtedness permitted under Section 8.1(d) or 8.1(h)(only in the case
of assumed debt pursuant to 8.1(h)) and limited to the property purchased (and proceeds
thereof) with the proceeds subject to such Capital Lease or Indebtedness.”



     B. Section 8.2 of the Credit Agreement is hereby further amended by deleting “and” at the end
of paragraph (l) thereof, changing paragraph (m) thereof to paragraph (n) and inserting a new
paragraph (m) immediately after paragraph (l), such paragraph (m) to read in its entirety as
follows:




“ (m) Liens securing insurance premium financing permitted under Section 8.1(l)
(Indebtedness) under customary terms and conditions; provided, that no such Lien may extend
to or cover any property other than the insurance being acquired with such financing, the
proceeds thereof and any unearned or refunded insurance premiums related thereto; and”



   1.9 Amendments to Section 8.3: Investments.



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     Section 8.3 of the Credit Agreement is hereby amended by deleting the “and” before clause
(k)of such section and inserting the following before the period at the end of such clause (k):




“and (l) Investments in connection with the escrow of funds by the Borrower or one of its
Subsidiaries pursuant to the options to purchase the vessels “Thebaud Sea” and “Bold
Endurance” as described in the Secunda Purchase Agreement and Investments in connection with
the exercise of such purchase options pursuant to the Secunda Purchase Agreement; provided,
that within twenty (20) Business Days after the exercise of the options by the Borrower or
one of its Subsidiaries to purchase the remaining interests in each such vessel as described
in the Secunda Purchase Agreement, such respective vessel shall become a Mortgaged Vessel
pursuant to Section 7.11(d)”



   1.10 Amendments to Section 8.4: Sale of Assets.



     A. Section 8.4 of the Credit Agreement is hereby amended by deleting the reference to
“$500,000” in the first paragraph therein and replacing it with “$1,000,000”.



     B. Section 8.4 of the Credit Agreement is hereby further amended by deleting clause (e) in its
entirety and inserting a new clause (e), such clause (e) to read in its entirety as follows:




     “(e) as long as no Default or Event of Default is continuing or would result therefrom,
the lease or sublease or chartering of property not constituting a sale and leaseback, to
the extent not otherwise prohibited by this Agreement or the Mortgages;”



   1.11 Amendments to Section 8.5: Restricted Payments.



     Section 8.5 of the Credit Agreement is hereby amended by deleting clause (e) in its entirety
and inserting a new clause (e), such clause (e) to read in its entirety as follows:




“(e) so long as no Default or Event of Default has occurred and is continuing, or would
result therefrom, the Borrower may make Restricted Payments in an aggregate amount not to
exceed the result of (i) $50,000,000 plus (ii) so long as the Leverage Ratio, pro
forma for the making of such Restricted Payments, is less than 1.50:1.00, the Available
Amount.”



   1.12 Amendments to Section 8.8: Transactions with Affiliates.



     Section 8.8 of the Credit Agreement is hereby amended by adding the following sentence at the
end thereof:




“Notwithstanding the foregoing, the Borrower and its Subsidiaries may (i) borrow and repay
Indebtedness owed to Babcock & Wilcox Canada Ltd. in an aggregate amount not to exceed
$55,000,000 (or its equivalent), provided that such Indebtedness was permitted to be
incurred pursuant to Section 8.1(f)(vii), and (ii) acquire the vessel Emerald Sea (or the
Stock of the Person that owns the Emerald Sea) from MII or one of



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its Affiliates, provided that the consideration paid by the Borrower and its Subsidiaries
for such vessel (or the Stock of the Person that owns the Emerald Sea) is no greater than
the consideration paid by MII or such Affiliate paid for such vessel.”



   1.13 Amendments to Section 10.5: Indemnifications.



     Section 10.5 of the Credit Agreement is hereby amended by inserting a new clause (c)
immediately following clause (b) thereof to read in its entirety as follows:




“ (c) To the extent required by any applicable law, the Administrative Agent may withhold
from any payment to any Lender or any Synthetic Investor an amount equivalent to any
applicable withholding tax. If the Internal Revenue Service or any other Governmental
Authority asserts a claim that the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender or any Synthetic Investor because the
appropriate form was not delivered or was not properly executed or because such Lender or
such Synthetic Investor failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from or reduction of withholding tax ineffective
or for any other reason, such Lender or such Synthetic Investor, as applicable, shall
indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by
the Administrative Agent as tax or otherwise, including any penalties or interest and
together with any all expenses incurred.”



   SECTION II. CONDITIONS TO EFFECTIVENESS



     This Amendment shall become effective as of the date hereof only upon the satisfaction of all
of the following conditions precedent (the date of satisfaction of such conditions being referred
to herein as the “Third Amendment Effective Date”):



     A. Execution. The Administrative Agent shall have received a counterpart signature page of
this Amendment duly executed by the Borrower, each of the Guarantors and Requisite Lenders.



     B. Opinions. The Administrative Agent shall have received favorable written opinions of (a)
Baker Botts L.L.P., counsel to the Loan Parties and (b) Liane K. Hinrichs, Vice President, General
Counsel and Corporate Secretary of the Borrower, in each case dated as of the Third Amendment
Effective Date addressing such matters as the Administrative Agent may reasonably request.



   SECTION III. REAFFIRMATION OF CREDIT SUPPORT



     A. Each of the Borrower and each Guarantor (each, individually, a “Credit Support Party” and,
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 Credit Agreement and the other Loan Documents pursuant to, each of the Loan Documents to which
such Credit Support Party is a party shall not be impaired and each of the



8









 







Loan Documents 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 Borrower) 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 Credit Agreement or any other Loan Document to consent to
the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent
of such Credit Support Party to any future amendments to the Credit Agreement.



   SECTION IV. REPRESENTATIONS AND WARRANTIES



     In order to induce Lenders and Synthetic Investors to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, the Borrower represents and warrants to each
Lender and each Synthetic Investor that the following statements are true and correct in all
material respects:



     A. Corporate Power and Authority. The Borrower and each Guarantor has all requisite corporate
or other organizational power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit Agreement and the other
Loan Documents.



     B. Authorization of Agreements. The execution and delivery of this Amendment has been duly
authorized by all necessary corporate or other organizational action on the part of the Borrower
and each Guarantor.



     C. No Conflict. The execution and delivery by the Borrower and each Guarantor of this
Amendment does not and will not (i) violate (A) any provision of any law, statute, rule or
regulation, or of the certificate or articles of incorporation or partnership agreement, other
constitutive documents or by-laws of the Borrower or any such Guarantor or (B) any applicable order
of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default
under any Contractual Obligation of the Borrower or any Guarantor, where any such conflict,
violation, breach or default referred to in clause (i) or (ii) of this Section IV.C., individually
or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as
permitted under the Credit Agreement, result in or require the creation or imposition of any Lien
upon any of the properties or assets of the Borrower or any such Guarantor (other than any Liens
created under any of the Loan Documents in favor of Collateral Agent on behalf of Lenders), or (iv)
require any approval of stockholders or partners or any approval or consent of any Person under any
Contractual Obligation of the Borrower or any Guarantor except for such approvals or consents which
will be obtained on or before the Third Amendment Effective Date and except for any such approvals
or consents the failure of which to obtain will not have a Material Adverse Effect.



     D. Governmental Consents. No action, consent or approval of, registration or filing with or
any other action by any Governmental Authority is or will be required in connection with



9









 







the execution and delivery by the Borrower or any Guarantor, except for such actions, consents
and approvals the failure of which to obtain or make could not reasonably be expected to result in
a Material Adverse Effect or which have been obtained and are in full force and effect.



     E. Binding Obligation. This Amendment has been duly executed and delivered by the Borrower
and each Guarantor and constitutes a legal, valid and binding obligation of the Borrower and each
such Guarantor, enforceable against the Borrower and each Guarantor in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors’ rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).



     F. Incorporation of Representations and Warranties from Credit Agreement. The representations
and warranties contained in Article IV of the Credit Agreement are and will be true and correct in
all material respects on and as of the Third Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct in all material respects on and
as of such earlier date.



     G. Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute an Event of
Default or a Default, except for the events expressly being waived hereby.



   SECTION V. MISCELLANEOUS



     A. Effect on the Credit Agreement and the Other Loan Documents.




     (i) Except as specifically modified by this Amendment, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby ratified and
confirmed.




     (ii) 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 Synthetic Investor under, the Credit Agreement or any of the other Loan
Documents except as otherwise expressly provided for herein.



     B. Headings. Section and Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



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     D. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.



[Remainder of this page intentionally left blank.]





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



	 	 	 	 	 	 	 
	BORROWER:	 	J. RAY MCDERMOTT, S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ James C. Lewis
 

Name: James C. Lewis
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	GUARANTORS:	 	GLOBAL ENERGY-MCDERMOTT LIMITED	 	 
	 	 	J. RAY MCDERMOTT ENGINEERING, LLC	 	 
	 	 	J. RAY MCDERMOTT SOLUTIONS, INC.	 	 
	 	 	J. RAY MCDERMOTT TECHNOLOGY, INC.	 	 
	 	 	J. RAY MCDERMOTT UNDERWATER SERVICES, INC.	 	 
	 	 	J. RAY MCDERMOTT WEST AFRICA HOLDINGS, INC.	 	 
	 	 	J. RAY MCDERMOTT WEST AFRICA, INC.	 	 
	 	 	J. RAY MCDERMOTT DE MEXICO, S.A. DE C.V.	 	 
	 	 	MCDERMOTT TRADE CORPORATION	 	 
	 	 	MENTOR SUBSEA TECHNOLOGY SERVICES, INC.	 	 
	 	 	OFFSHORE PIPELINES INTERNATIONAL, LTD.	 	 
	 	 	OPI VESSELS, INC.	 	 
	 	 	OPMI, LTD.	 	 
	 	 	SABINE RIVER REALTY, INC.	 	 
	 	 	SPARTEC, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ James C. Lewis
 

Name: James C. Lewis
	 	 
	 

	 	 	 	Title:   Treasurer of each of the above-named Guarantors
	 	 






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	 	J. RAY MCDERMOTT HOLDINGS, LLC

J.RAY MCDERMOTT, INC.

 	 
	 	By:  	     /s/ James C. Lewis
 	 
	 	 	Name:  	James C. Lewis 	 
	 	 	Title:  	Vice President and Treasurer of each of
the 	 
	 	 	above-named Guarantors 
	 



	 	 	 	 	 	 	 	 	 
	 	 	MCDERMOTT SERVICOS
DE CONSTRUCAO, LTDA.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 By:
	 	 J. Ray McDermott, Inc., its majority equity holder
	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ James C. Lewis
 	 
	 	 	Name:  	James C. Lewis 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	OFFSHORE PIPELINES SDN. BHD.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	By:
	 	Offshore Pipelines International,
Ltd., its sole shareholder	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ James C. Lewis
 	 
	 	 	Name:  	James C. Lewis 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	J. RAY MCDERMOTT (NIGERIA) LTD.

MCDERMOTT INTERNATIONAL B.V.

 	 
	 	By:  	     /s/ Robert E. Stumpf
 	 
	 	 	Name:  	Robert E. Stumpf 	 
	 	 	Title:  	Assistant Secretary of each of the
above-named Guarantors 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Executed as a Deed by:



J. RAY MCDERMOTT INTERNATIONAL VESSELS, LTD.

 	 
	 	By:  	     /s/ James C. Lewis
 	 
	 	 	Name:  	James C. Lewis 	 
	 	 	Title:  	Treasurer 	 
	 
	 	In the presence of:

 	 
	 	By:  	     /s/ Robert E. Stumpf
 	 
	 	 	Name:  	Robert E. Stumpf 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 




3









 





	 	 	 	 	 	 	 
	AGENT and LENDER:	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,	 	 
	 	 	as Administrative Agent, Lender, Synthetic Investor
and Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Robert Hetu
 

Name: Robert Hetu
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Denise L. Alvarez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Denise L. Alvarez	 	 
	 

	 	 	 	Title: Associate	 	 






4









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:




BANK OF AMERICA, N.A.

 	 
	 	By:  	     /s/ Robert W. Troutman
 	 
	 	 	Name:  	Robert W. Troutman 	 
	 	 	Title:  	Managing Director 	 
	 



5









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:



THE BANK OF NOVA SCOTIA

 	 
	 	By:  	     /s/ D. G. Mills
 	 
	 	 	Name:  	DG Mills 	 
	 	 	Title:  	Director 	 
	 



6









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:




CALYON NEW YORK BRANCH

 	 
	 	By:  	     /s/ Page Dillehunt
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                          /s/ Michael Willis
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Director 	 
	 



7









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement

Name of Institution:




CREDIT SUISSE, CAYMAN ISLANDS BRANCH,


as Administrative Agent, Lender, Synthetic

Investor and Collateral Agent

 	 
	 	By:  	/s/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Denise L. Alvarez
 	 
	 	 	Name:  	Denise L. Alvarez 	 
	 	 	Title:  	Associate 	 
	 



8









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:



FORTIS CAPITAL CORP.

 	 
	 	By:  	     /s/ Svein Engh
 	 
	 	 	Name:  	Svein Engh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                          /s/ Joe Maxwell
 	 
	 	 	Name:  	Joe Maxwell 	 
	 	 	Title:  	Senior Vice President 	 
	 



9









 




LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement



Name of Institution:



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	     /s/ Dianne L. Russell
 	 
	 	 	 Name: Dianne L. Russell

Title: Vice President

 	 
	 	 	 
	 	 	 
	 	 	 
	 








10









 











LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:




MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	     /s/ Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 
	 



11









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:




NATIXIS

 	 
	 	By:  	     /s/ Timothy L. Polvado
 	 
	 	 	Name:  	Timothy L. Polvado 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                          /s/ Louis P. Laville, III
 	 
	 	 	Name:  	Louis P. Laville, III 	 
	 	 	Title:  	Managing Director 	 
	 



12









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement



Name of Institution:




NATIONAL CITY BANK

 	 
	 	By:  	     /s/ Stephen Monto
 	 
	 	 	Name:  	Stephen Monto 	 
	 	 	Title:  	Vice President 	 
	 








13









 










LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:



PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ W. J. Bowne
 	 
	 	 	Name:  	W. J. Bowne 	 
	 	 	Title:  	Managing Director 	 
	 



14









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:



UBS LOAN FINANCE LLC

 	 
	 	By:  	     /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                                                          /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



15









 





LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:



AMEGY BANK N.A.

 	 
	 	By:  	     /s/ Michael Skarke
 	 
	 	 	Name:  	Michael Skarke 	 
	 	 	Title:  	Banking Officer 	 



16









 






	 	 	 	 	 



LENDERS and

SYNTHETIC INVESTORS




	 	 	 	 	 
	 	By signing below, you have indicated your

consent to the Fourth Amendment to the Credit

Agreement





Name of Institution:




WHITNEY NATIONAL BANK

 	 
	 	By:  	     /s/ Larry Stephens
 	 
	 	 	Name:  	Larry Stephens 	 
	 	 	Title:  	Vice President 	 



17









 






	 	 	 	 	 



	 	 	 
	ADDITIONAL GUARANTORS:

	 	CHARTERING COMPANY (SINGAPORE) PTE. LTD.
	 

	 	EASTERN MARINE SERVICES, INC.
	 

	 	HYDRO MARINE SERVICES, INC.
	 

	 	INTERNATIONAL VESSELS LTD.
	 

	 	J. RAY MCDERMOTT (AUST.) HOLDING PTY. LIMITED
	 

	 	J. RAY MCDERMOTT ASIA PACIFIC PTE. LTD.
	 

	 	J. RAY MCDERMOTT CONTRACTORS, INC.
	 

	 	J. RAY MCDERMOTT FAR EAST, INC.
	 

	 	J. RAY MCDERMOTT INTERNATIONAL, INC.
	 

	 	J. RAY MCDERMOTT MIDDLE EAST INC.
	 

	 	MCDERMOTT (MALAYSIA) SENDIRIAN BERHAD
	 

	 	MCDERMOTT CASPIAN CONTRACTORS, INC.
	 

	 	MCDERMOTT FAR EAST, INC.
	 

	 	MCDERMOTT GULF OPERATING COMPANY, INC.
	 

	 	MCDERMOTT INDUSTRIES (AUST.) PTY. LIMITED
	 

	 	MCDERMOTT OLD JV OFFICE, INC.
	 

	 	MCDERMOTT OVERSEAS, INC.
	 

	 	NORTH ATLANTIC VESSEL, INC.
	 

	 	PT. J. RAY MCDERMOTT INDONESIA
	 

	 	J. RAY MCDERMOTT CANADA HOLDING, LTD.
	 

	 	J. RAY MCDERMOTT CANADA, LTD.
	 

	 	MCDERMOTT INTERNATIONAL VESSELS, INC.






	 	 	 	 	 
	 	 	 
	 	By:  	                                /s/ Janet Duncan
 	 
	 	 	Name:  	Janet Duncan 	 
	 	 	Title:  	Assistant Treasurer of each of the
above-named Guarantors 	 



18









 






	 	 	 	 	 



	 	 	 	 	 
	 	J. RAY MCDERMOTT EASTERN HEMISPHERE LIMITED

MCDERMOTT MARINE CONSTRUCTION LIMITED

 	 
	 	By:  	     /s/ Stephen C. Howard
 	 
	 	 	Name:  	Stephen C. Howard 	 
	 	 	Title:  	Assistant Treasurer of each of the
above-named Guarantors 	 
	 
	 	J. Ray McDermott Investments B.V. 

McDermott International Marine  Investments
N.V.

Varsy International, N.V. 

 	 
	 	By:  	     /s/ Robert E. Stumpf
 	 
	 	 	Name:  	Robert E. Stumpf 	 
	 	 	Title:  	Assistant Secretary of each of the
above-named Guarantors 	 
	 
	 	J. RAY MCDERMOTT INTERNATIONAL SERVICES LIMITED 

MCDERMOTT HOLDINGS (U.K.) LIMITED 

MCDERMOTT MARINE UK LIMITED 

MENTOR ENGINEERING CONSULTANTS LIMITED

 	 
	 	By:  	     /s/ Robert E. Stumpf
 	 
	 	 	Name:  	Robert E. Stumpf 	 
	 	 	Title:  	Joint Secretary of each of the above-named
Guarantors 	 
	 
	 	McDermott Offshore Services Company, Inc.

 	 
	 	By:  	     /s/ Robert E. Stumpf
 	 
	 	 	Name:  	Robert E. Stumpf 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 




19