mdr-ex423_763.htm



 

Exhibit 4.23

Execution Version

ASSUMPTION AGREEMENT

This Assumption Agreement dated as of January 27, 2017 (this “Assumption Agreement”), is made by McDermott Asia Pacific Sdn. Bhd., a Malaysian company limited by shares (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 Grantor’s 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 Grantor’s Obligations. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedules 4.3, 4.4, 4.7 and 4.13 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.

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IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

 


	
MCDERMOTT ASIA PACIFIC SDN. BHD.

	
 
	
 
	
 

	
By:
	
 
	
/s/ Katherine A. Murray

	
Name:
	
 
	
Katherine A. Murray

	
Title:
	
 
	
Treasurer




 

 

 

Signature Page to

Assumption Agreement (First Lien)



 

Acknowledged and Accepted:

 


	
J. RAY MCDERMOTT, S.A.

	
 
	
 
	
 

	
By:
	
 
	
/s/ Katherine A. Murray

	
Name:
	
 
	
Katherine A. Murray

	
Title:
	
 
	
Vice President, Treasurer




 

 

 

Signature Page to

Assumption Agreement (First Lien)



 

Annex 1

Supplemental Schedules

(See Attached.)

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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

	
McDermott Asia Pacific Sdn. Bhd.
	
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

	
McDermott Asia Pacific Sdn. Bhd.
	
Company Limited by Shares

 
	
Malaysia

 
	
1162374-U

 
	
Level 24

Menara Hap Seng 2, No. 1

Jalan P. Ramlee

Kuala Lumpur, 50250, Malaysia 




 

Prior Names during last 5 years:

None.

Prior Addresses during last 5 years:

None.

 



SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT

investment PROPERTY

Pledged Stock: 

 


	
Grantor
	
Issuer
	
Type of

Organization
	
# of

Shares

Owned
	
Total

Shares

Outstanding
	
% of

Interest

Pledged
	
Certificate

No.
	
Par Value

	
J. Ray McDermott, S.A.
	
McDermott Asia Pacific Sdn. Bhd.
	
Company Limited by Shares
	
2 shares

 

2,499,998 shares
	
2,500,000

shares
	
100%

 

100%
	
3

 

4
	
RM1.00

 




 

Pledged Trust Interests:

None.

Pledged Notes:

None.

Pledged Commodities Contracts:

None.

 



SCHEDULE 4.13

TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS

(See Attached.)

 

 

 

 



 

Schedule 4.13

 


	
Entity #
	
SubGroup
	
Bank Name 
	
Account 
	
Jurisdiction
	
Account Type 

	
2258
	
MAPSB Disbursement
	
Standard Chartered Bank Malaysia 
	
312194476799, McDermott Asia Pacific Sdn. Bhd.
	
Malaysia
	
Not Material

	
2258
	
MAPSB Disbursement
	
Standard Chartered Bank Malaysia 
	
312194476780, McDermott Asia Pacific Sdn. Bhd.
	
Malaysia
	
Not Material

	
2258
	
MAPSB Payroll 
	
Standard Chartered Bank Malaysia 
	
312194471622, McDermott Asia Pacific Sdn. Bhd.
	
Malaysia
	
Excluded

	
2258
	
MAPSB SGD Deposits
	
Standard Chartered Bank Malaysia 
	
312194471614, McDermott Asia Pacific Sdn. Bhd.
	
Malaysia
	
Not Material




 

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