EX-4.3


 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 Grantor’s 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 Grantor’s 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
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
Organization
	  	 # of Shares Owned
	  	 Total Shares
Outstanding
	  	% 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