EX-4.2


 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 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 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
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