EX-4.4


 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. 

  
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 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 Guarantor’s 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] 

  
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 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



  
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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



  
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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



  
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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



  
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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)


  
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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



  
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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