EX-10.1




 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 2 TO CREDIT AGREEMENT 

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the
“Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation
(“MTUS”), McDermott Technology B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“MTBV” and together with
MTA and MTUS, collectively the “Borrowers”, each a “Borrower”), McDermott International, Inc. a Panamanian corporation (the “Parent”), the Revolving Lenders party hereto, the Term Lenders party
hereto, the LC Lenders party hereto, the Cash Secured LC Issuers party hereto the Swing Loan Lender party hereto, in each case, as defined in the Credit Agreement (as defined below), and the Guarantors, as defined in the Credit Agreement (as defined
below). 
 RECITALS 

A. Whereas, reference is made to that certain Credit Agreement dated as of May 10, 2018 among the Borrowers, the Parent,
the Lenders and Issuers party thereto from time to time (“Lenders”), Credit Agricole Corporate and Investment Bank (the “Revolving and LC Administrative Agent”) and Barclays Bank PLC, as administrative agent for the
Term Facility (as defined in the Credit Agreement) (in such capacity, the “Term Loan Administrative Agent” and, together with the Revolving and LC Administrative Agent, the “Administrative Agents” and each an
“Administrative Agent”) (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 21, 2019, and as further amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”). 
 B. Whereas the Parent and the Borrowers have requested that the Requisite Lenders
consent to certain amendments as more fully set forth herein. 
 C. Whereas, subject to the terms and conditions set forth
herein, the parties hereto wish to amend the Credit Agreement. 
 NOW THEREFORE, in consideration of the premises and the
mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

1. Defined Terms. As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals
above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement (as amended hereby), unless expressly
provided to the contrary. 
 2. Other Definitional Provisions. Article, Section, Schedule, and Exhibit references are
to Articles and Sections of and Schedules and Exhibits to this Amendment, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall refer to
this Amendment as a whole and not to any particular provision 











 
of this Amendment. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Amendment as a matter of convenience for
reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment. 

3. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5
herein: 
 (a) Section 1.1 of the Credit Agreement is amended by inserting the defined terms below in their appropriate
alphabetical order: 
 “Forbearance Agreement” means that certain Forbearance Agreement dated as of December
1, 2019, among each Notes Issuer, the Parent, each Subsidiary of the Parent that is party thereto, and each of the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Senior
Notes party thereto, as in effect on December 1, 2019. 
 (b) The definition of “Indebtedness” in Section 1.1
of the Credit Agreement is amended by adding the below language as the last sentence of the definition: 
 “With respect
to any Warrants issued pursuant to the Priming Credit Agreement, it is understood and agreed that such Warrants shall not constitute Indebtedness for purposes of this Agreement.” 

(c) Section 2.12(l) of the Credit Agreement is amended by replacing “LC Facility Exposure” with “Revolving
Exposure”. 
 (d) Section 9.1(e) of the Credit Agreement is hereby amended by amending and restating it in its
entirety as follows: 
 (e) (i) the Parent, a Borrower or any of the Parent’s Material Subsidiaries
shall fail to make any payment on any Indebtedness of the Borrowers or any such Material Subsidiary (other than (x) the Obligations and (y) Non-Recourse Indebtedness) or any Guaranty Obligation in
respect of Indebtedness of any other Person, and, in each case, such failure (A) constitutes a failure to pay the principal amount of such Indebtedness when due and payable (whether at maturity or otherwise) or constitutes a failure to make any
other payment where such failure permits (with the giving of notice if required), at the time of determination under this Section 9.1(e), the acceleration of such Indebtedness and (B) relates to Indebtedness having a principal amount of
$35,000,000.00 or more, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any Indebtedness having a principal amount of $35,000,000.00 or more (other than under the


  
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Lloyds Facility to the extent a letter of credit in the requisite amount was posted in lieu of the required posting of cash collateral), if the effect of such event or condition is to accelerate,
or to permit the acceleration of, the maturity of such Indebtedness or (iii) any Indebtedness having a principal amount of $35,000,000.00 or more shall become or be declared to be due and payable, or required to be prepaid or repurchased (other
than by a regularly scheduled required prepayment), prior to the stated maturity thereof; provided that clauses (ii) and (iii) above shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness; provided further that clauses (i), (ii) and (iii) above shall not apply to (I) the Interest Default (as defined in the Forbearance Agreement) until the earlier of (x) Forbearance
Termination Date (as defined in the Forbearance Agreement) and (y) the acceleration of the Senior Notes, (II) any Event of Default (as defined in the Lloyds Facility) under the Lloyds Facility or (III) any default, event of default,
termination event or cash collateralization event that may arise under any bi-lateral letter of credit facilities or surety bonds. 

4. Representations and Warranties. Each Loan Party represents and warrants that: 

(a) after giving effect to this Amendment, all representations and warranties made by any Loan Party in the Credit Agreement
and the other Loan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the representations and warranties in the Credit Agreement and in the other Loan Documents that have a
materiality or Material Adverse Effect qualification are true and correct in all respects, in each case with the same effect as though made on and as of the Amendment No. 2 Effective Date or, to the extent such representations and warranties
expressly relate to an earlier date, as of such earlier date; 
 (b) after giving effect to this Amendment, no Default or
Event of Default exists and is continuing as of the Amendment No. 2 Effective Date; 
 (c) the execution, delivery and
performance of this Amendment are within the Borrowers’, Guarantors’ and Parent’s corporate, limited liability company, partnership or other organizational powers, as applicable, and have been duly authorized by appropriate
organizational and governing action and proceedings; 
 (d) each person who is executing this Amendment on behalf of the
Borrowers, the Parent and each other Guarantor has the full power, authority and legal right to do so, and this Amendment has been duly executed by such person and delivered to the Administrative Agent; and 

(e) this Amendment is the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. 

  
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 5. Conditions to Effectiveness. This Amendment shall become effective
as of the Amendment No. 2 Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent: 

(a) Each Administrative Agent shall have received this Amendment, executed by each Borrower, the Parent, each Guarantor, the
Requisite Lenders and the Requisite Liquidity Lenders in such counterparts as shall be acceptable to each Administrative Agent. 

(b) The representations and warranties of each Loan Party contained in this Amendment, the Credit Agreement and the other Loan
Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in this Amendment, the Credit Agreement and in the other Loan Documents
that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Amendment No. 2 Effective Date or, to the extent such representations
and warranties expressly relate to an earlier date, as of such earlier date. 
 (c) After giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing as of the Amendment No. 2 Effective Date. 
 (d) There
shall have been paid to each Administrative Agent, for the account of each Administrative Agent, the Collateral Agent, the Issuers and the Lenders, as applicable, all retainers, fees and expenses (including the retainers, fees and expenses of FTI
Consulting, Inc., Centerview Partners LLC and Ankura Consulting Group, LLC and of each Administrative Agent’s and Collateral Agent’s counsel in each relevant jurisdiction to the extent the Parent has received an invoice therefor) due and
payable pursuant to Section 11.3 of the Credit Agreement or otherwise invoiced to be applied to amounts to become due and payable pursuant to Section 11.3 of the Credit Agreement, whether in connection with this Amendment or otherwise, on
or before the Amendment No. 2 Effective Date. 
 (e) Each Administrative Agent shall have received an effective
amendment, in form and substance satisfactory to each Administrative Agent, in respect of the Letter of Credit Agreement, dated as of October 30, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the
“Letter of Credit Agreement”), by and among the Borrowers, as applicants, the Parent, the participants and the issuers from time to time party thereto, and Barclays, as administrative agent, executed by each Borrower, the Guarantors
and the requisite lenders party to the Letter of Credit Agreement. 
 (f) Each Administrative Agent shall have received an
effective amendment, in form and substance satisfactory to each Administrative Agent, in respect of the Priming Credit Agreement, by and among the Borrowers party thereto, the Guarantors party thereto and the requisite lenders party to the Priming
Credit Agreement. 

  
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 (g) Each Administrative Agent shall have received an effective Forbearance
Agreement, in form and substance satisfactory to each Administrative Agent, executed by each Notes Issuer, the Parent, each Subsidiary of the Parent that is party thereto and each of the beneficial owners and/or investment advisors or managers of
discretionary accounts for the holders or beneficial owners of the Senior Notes party thereto. 
 6. Post-Closing
Deliverables and Undertakings. Each Administrative Agent agrees to extend until December 31, 2019 (or such later date permitted by each Administrative Agent in its sole discretion) the delivery of any agreement, document, instrument or
certificate described on Schedule 7.14 of the Credit Agreement and the performance of each of the actions described on Schedule 7.14 of the Credit Agreement, in each case by the date set forth opposite each such item or action on Schedule 7.14 of
the Credit Agreement. 
 7. Reaffirmation of Credit Support. 

(a) The Loan Parties acknowledge that on and as of the Amendment No. 2 Effective Date all Obligations are payable without
defense, offset, counterclaim or recoupment. Each of the Borrowers and each Guarantor (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 (as amended hereby) pursuant to, each of the Loan Documents (as amended hereby) to which such Credit Support Party is a party shall not be impaired, and each of the Loan Documents (as amended hereby) 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 Borrowers) 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 (as amended hereby), this Amendment or any other Loan Document (as amended hereby) shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement. 

8. Acknowledgments and Agreements. 

(a) The Borrowers do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledge and each agree
that the Credit Agreement, as amended hereby, is and remains in full force and effect, and each Borrower acknowledges and agrees that its liabilities and obligations under the Credit Agreement, as amended hereby, and the other Loan Documents, are
not impaired in any respect by this Amendment. 
 (b) From and after the Amendment No. 2 Effective Date, all references
to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Amendment and the other documents executed pursuant hereto. This Amendment is a Loan Document for the purposes of the
provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. 

  
 -5- 












 9. Miscellaneous. 

(a) 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. 
 (b) 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 Issuer under, the Credit Agreement or any of the other Loan Documents. 

10. Cooperation with Advisors. Upon reasonable advance notice, the Borrowers and the Parent will provide FTI Consulting,
Inc., Centerview Partners LLC and Ankura Consulting Group, LLC with reasonable access, during normal business hours, to the books and records of the Parent and its Subsidiaries and the management and advisors of the Parent and each Subsidiary,
provided, that (x) such access does not unreasonably interfere with the normal business operations of the Parent or any of its Subsidiaries or Affiliates, and (y) nothing herein will require the Borrowers or the Parent to provide access to
or disclose any information if, in the good faith reasonable belief of the Borrowers or the Parent after consultation with outside counsel, such access or disclosure (1) would waive any legal privilege or (2) would be in violation of
applicable law or the provisions of any material agreement (including a confidentiality agreement) to which the Parent or any of its Subsidiaries or Affiliates is a party. 

11. Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart hereof. 
 12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement; provided that, notwithstanding anything herein to the contrary, the parties hereto hereby agree that each of Collateral Agent, Barclays Bank
PLC, in its capacity as Term Loan Administrative Agent and Credit Agricole Corporate and Investment Bank, in its capacity as Revolving and LC Administrative Agent, shall have rights as a third party beneficiary to the terms, conditions and
provisions of this Amendment. 
 13. Severability. If any provision of this Amendment is held to be illegal, invalid
or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 

  
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 14. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO (INCLUDING THE SUBMISSION TO JURISDICTION IN SECTION 11.12 OF THE CREDIT AGREEMENT) 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.  
 15. Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG LENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF LENDERS, ISSUERS,
ADMINISTRATIVE AGENTS AND LOAN PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG LENDERS, ISSUERS, ADMINISTRATIVE AGENTS AND LOAN PARTIES. 

16. Release. EACH OF THE PARENT, EACH BORROWER AND THE OTHER LOAN PARTIES AND THEIR AFFILIATES ON BEHALF OF
THEMSELVES AND THEIR FORMER AND CURRENT RELATED PARTIES AND EACH OF THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “RELEASING PARTIES”) HEREBY ACKNOWLEDGES AND AGREES THAT IT DOES NOT
HAVE ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, OR LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING
IN WHOLE OR IN PART ON OR BEFORE THE AMENDMENT NO. 2 EFFECTIVE DATE IN CONNECTION WITH THE CREDIT AGREEMENT, COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT OR ANY LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREUNDER, IRRESPECTIVE OF
WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE (EACH A “CAUSE OF ACTION”) THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THE
LIABILITY OF ANY BORROWER TO REPAY OR ANY GUARANTOR TO GUARANTEE THE OBLIGATIONS AS PROVIDED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT, ANY LENDER OR ANY ISSUER
OR ANY OF THEIR RESPECTIVE CURRENT OR FORMER RELATED PARTIES AND EACH OF THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”). EACH OF THE RELEASING PARTIES
HEREBY VOLUNTARILY AND KNOWINGLY, FOR VALUABLE CONSIDERATION RECEIVED, RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES FROM ALL POSSIBLE CAUSES OF ACTION (AS DEFINED ABOVE) WHICH ANY OF THE RELEASING PARTIES MAY NOW HAVE AGAINST
THE RELEASED PARTIES, IF ANY, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS AMENDMENT. 

[SIGNATURES BEGIN ON NEXT PAGE] 

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

			
	 MCDERMOTT TECHNOLOGY (AMERICAS), INC.,

as Borrower

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 MCDERMOTT TECHNOLOGY (US), INC.,

as Borrower

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 MCDERMOTT TECHNOLOGY, B.V.,

as Borrower

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Attorney

	
	 MCDERMOTT INTERNATIONAL, INC.,

as Parent

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Vice President, Treasurer




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 CB&I BRAZIL HOLDINGS, INC.

CB&I ENERGY SERVICES, LLC

CB&I FABRICATION, LLC

CB&I GROUP INC.
 CB&I
HOLDCO INTERNATIONAL, LLC
 CB&I HOLDCO, LLC

CB&I INTERNATIONAL, INC.

CB&I INTERNATIONAL, LLC

CB&I LAKE CHARLES, L.L.C.

CB&I OFFSHORE SERVICES, INC.

CB&I POWER INTERNATIONAL, INC.

CB&I POWER, LLC
 CB&I RIO
GRANDE HOLDINGS, L.L.C.
 CB&I RIO GRANDE VALLEY FABRICATION & MANUFACTURING, L.L.C.

CB&I WALKER LA, L.L.C.

INTERNATIONAL CONSULTANTS, L.L.C.

J. RAY HOLDINGS, INC.
 MCDERMOTT,
INC.
 PIKE PROPERTIES II, INC.

SHAW ENERGY SERVICES, INC.
 SHAW
FABRICATORS, INC.
 SHAW HOME LOUISIANA, LLC

SHAW JV HOLDINGS, L.L.C.
 SHAW
MANAGED SERVICES, LLC
 SHAW NUCLEAR ENERGY HOLDINGS (UK), INC.

SHAW POWER DELIVERY SYSTEMS, INC.

SHAW POWER SERVICES, LLC
 SHAW
PROCESS FABRICATORS, INC.
 SHAW SERVICES, L.L.C.

SHAW SSS FABRICATORS, INC.

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Assistant Treasurer




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 CATALYTIC DISTILLATION TECHNOLOGIES

CB&I INTERNATIONAL ONE, LLC

CBI SERVICES, LLC
 CHEMICAL
RESEARCH AND LICENSING, LLC
 EDS EQUIPMENT COMPANY, LLC

LUMMUS CONSULTANTS INTERNATIONAL LLC

S C WOODS, L.L.C.
 SHAW FAR EAST
SERVICES, LLC
 SHAW POWER SERVICES GROUP, L.L.C.

CB&I STORAGE TANK SOLUTIONS LLC

CB&I STS DELAWARE LLC

CB&I STS HOLDINGS LLC
 CBI
COMPANY LTD.
 CSA TRADING COMPANY LTD.

OCEANIC CONTRACTORS, INC.
 SHAW NC
COMPANY, INC.

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorized Person




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 HYDRO MARINE SERVICES, INC.

J. RAY MCDERMOTT INTERNATIONAL, INC.

J. RAY MCDERMOTT, S.A.
 MCDERMOTT
(AMAZON CHARTERING), INC.
 MCDERMOTT GULF OPERATING COMPANY, INC.

MCDERMOTT INTERNATIONAL MANAGEMENT, S. DE RL.

MCDERMOTT INTERNATIONAL TRADING CO., INC.

MCDERMOTT INTERNATIONAL VESSELS, INC.

J. RAY MCDERMOTT FAR EAST, INC.

J. RAY MCDERMOTT UNDERWATER SERVICES, INC.

MCDERMOTT CASPIAN CONTRACTORS, INC.

MCDERMOTT INTERNATIONAL INVESTMENTS CO., INC.

MCDERMOTT MIDDLE EAST, INC.

MCDERMOTT OLD JV OFFICE, INC.

MCDERMOTT OVERSEAS, INC.

MCDERMOTT SUBSEA, INC.
 EASTERN
MARINE SERVICES, INC.
 MCDERMOTT OFFSHORE SERVICES COMPANY, INC.

NORTH ATLANTIC VESSEL, INC.

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 CBI PANAMA, S.A.

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorized Person




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed as a Deed by

	 CB&I MIDDLE EAST HOLDING, INC.

		
	By:	 	 /s/ Keven Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 Witnessed

		
	By:	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 ENVIRONMENTAL SOLUTIONS (CAYMAN) LTD.

		
	By:	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 Witnessed

		
	By:	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed as a Deed by

	 ENVIRONMENTAL SOLUTIONS HOLDING LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 ENVIRONMENTAL SOLUTIONS LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorized Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 HIGHLAND TRADING COMPANY, LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorized Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Trace Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed as a Deed by

	 OASIS SUPPLY COMPANY, LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorized Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 SHAW E & I INTERNATIONAL LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 SHAW OVERSEAS (MIDDLE EAST) LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed as a Deed by

	J. RAY MCDERMOTT INTERNATIONAL VESSELS, LTD.
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Assistant Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 MCDERMOTT CAYMAN LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Assistant Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed as a Deed by

	 OFFSHORE PIPELINES INTERNATIONAL, LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Assistant Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	J. RAY MCDERMOTT (NORWAY), AS
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 CB&I CANADA LTD.

HORTON CBI, LIMITED
 LUTECH RESOURCES
CANADA LTD.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorized Person




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 MCDERMOTT TECHNOLOGY, B.V.

CB&I COJAFEX B.V.
 CB&I
EUROPE B.V.
 CB&I HOLDINGS B.V.

CB&I POWER COMPANY B.V.

CB&I RUSLAND B.V.
 CBI COMPANY
B.V.
 CBI COMPANY TWO B.V.

CHICAGO BRIDGE & IRON COMPANY B.V.

COMET II B.V.
 LEALAND FINANCE
COMPANY B.V.
 LUMMUS TECHNOLOGY B.V.

LUTECH PROJECT SOLUTIONS B.V.
 LUTECH
PROJECTS B.V.
 MCDERMOTT TECHNOLOGY (2), B.V.

MCDERMOTT TECHNOLOGY (3), B.V.

NETHERLANDS OPERATING COMPANY B.V.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Attorney




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	NOVOLEN TECHNOLOGY HOLDINGS C.V.
	 By:
	 	 McDermott Technology (3), B.V., acting in its capacity as general partner

 
 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Attorney




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
	
	Executed by J. RAY MCDERMOTT (AUST.) HOLDING PTY. LIMITED. ACN 002 797 668 by its Attorney under power of attorney which the Attorney has received no notice of the revocation of the power:
	
	 /s/ Kevin Hargrove

Signature of Attorney

	
	 Kevin Hargrove

Name of Attorney (print)

	
	Executed by MCDERMOTT AUSTRALIA PTY. LTD. ACN 002 736 352 by its Attorney under power of attorney which the Attorney has received no notice of the revocation of the power: 

	
	 /s/ Kevin Hargrove

Signature of Attorney

	
	 Kevin Hargrove

Name of Attorney (print)




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
	
	Executed by CBI CONSTRUCTORS PTY. LTD. ACN 000 612 411 by its Attorney under power of attorney which the Attorney has received no notice of the revocation of the power:
	
	 /s/ Kevin Hargrove

Signature of Attorney

	
	 Kevin Hargrove
 Name of Attorney
(print)




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 CHICAGO BRIDGE & IRON (ANTILLES) N.V.

MCDERMOTT INTERNATIONAL MARINE INVESTMENTS N.V.

MCDERMOTT OVERSEAS INVESTMENT CO. N.V.

VARSY INTERNATIONAL N.V.

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Attorney




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
					
	SIGNED AND DELIVERED for and on behalf of and as the deed of CB & I FINANCE COMPANY LIMITED by its lawfully appointed attorney
			
	 KEVIN HARGROVE
	 	                 
	 	 /s/ Kevin Hargrove        

	 in the presence of:
	 		 	 Attorney

	
	 (Signature of Witness): /s/ Traci Brown
  

(Name of Witness): Traci Brown
  

(Address of Witness): 757 N. Eldridge Pkwy

        Houston, TX 77079

 
 (Occupation of Witness): Paralegal




  
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NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	 AITON & CO LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 CB&I CONSTRUCTORS LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 CB&I GROUP UK HOLDINGS

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	 CB&I HOLDINGS (UK) LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 CB&I LONDON

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 CB&I PADDINGTON LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	 CB&I POWER LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 CB&I UK LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 CBI UK CAYMAN ACQUISITION LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	LUMMUS CONSULTANTS INTERNATIONAL LIMITED
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 LUTECH RESOURCES LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 OXFORD METAL SUPPLY LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	PIPEWORK ENGINEERING AND DEVELOPMENTS LIMITED
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 SHAW DUNN LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	SHAW GROUP UK LIMITED
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	 WHESSOE PIPING SYSTEMS LIMITED

		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 Executed and Delivered as a Deed by

	MCDERMOTT HOLDINGS (U.K.) LIMITED
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Authorised Person

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal

	
	 Executed and Delivered as a Deed by

	MCDERMOTT MARINE CONSTRUCTION LIMITED
		
	 By:
	 	 /s/ Kevin Hargrove

	 Name:
	 	 Kevin Hargrove

	 Title:
	 	 Treasurer

	
	 Witnessed

		
	 By:
	 	 /s/ Traci Brown

	 Name:
	 	 Traci Brown

	 Title:
	 	 Paralegal




  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	CBI EASTERN ANSTALT
		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Authorized Person



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 J. RAY MCDERMOTT DE MEXICO, S.A. DE C.V.

MCDERMOTT MARINE MEXICO, S.A. DE C.V.
 SERVICIOS DE FABRICACION DE
ALTAMIRA, S.A. DE C.V.
 SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V.

CB&I MATAMOROS, S. DE R. L. DE C.V.

		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Assistant Treasurer
	
	CHICAGO BRIDGE DE MÉXICO, S.A. DE C.V.
		
	By:	 	 /s/ Kevin Hargrove

	Name:	 	Kevin Hargrove
	Title:	 	Authorized Person



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 CB&I NEDERLAND B.V.
 CB&I
OIL & GAS EUROPE B.V.
 LUMMUS TECHNOLOGY HEAT TRANSFER B.V.

LUTECH RESOURCES B.V.

		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Attorney



  
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NO. 2 SIGNATURE PAGE 












 
			
	 CHARTERING COMPANY (SINGAPORE) PTE. LTD

J. RAY MCDERMOTT (QINGDAO) PTE. LTD.
 MCDERMOTT ASIA PACIFIC PTE.
LTD.

		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Assistant Treasurer
	
	 CB&I GLOBAL OPERATIONS INTERNATIONAL, PTE. LTD.

CB&I GLOBAL OPERATIONS US PTE. LTD.
 CB&I SINGAPORE PTE.
LTD.

		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Authorized Person



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 













			
	 CB&I EL DORADO, INC.
 CB&I LLC

CHICAGO BRIDGE & IRON COMPANY
 J. RAY MCDERMOTT
TECHNOLOGY, INC.
 LUMMUS GASIFICATION TECHNOLOGY LICENSING LLC

MCDERMOTT BLACKBIRD HOLDINGS, LLC
 MCDERMOTT INVESTMENTS, LLC

OPI VESSELS, INC.
 850 PINE STREET LLC

A & B BUILDERS, LTD.
 ASIA PACIFIC SUPPLY CO.

ATLANTIC CONTINGENCY CONSTRUCTORS II, LLC
 ATLANTIS CONTRACTORS
INC.
 CB&I CLEARFIELD, INC.
 CB&I CONNECTICUT, INC.

CB&I FINANCIAL RESOURCES LLC
 CB&I GLOBAL, L.L.C.

CB&I HOUSTON 06 LLC
 CB&I HOUSTON 07 LLC

CB&I HOUSTON 08 LLC
 CB&I HOUSTON 09 LLC

CB&I HOUSTON 10 LLC
 CB&I HOUSTON 11 LLC

CB&I HOUSTON 12 LLC
 CB&I HOUSTON 13 LLC

CB&I HOUSTON LLC
 CB&I TYLER LLC

CBI AMERICAS LTD.
 CBI OVERSEAS (FAR EAST) INC.

CBI US HOLDING COMPANY INC.
 CENTRAL TRADING COMPANY LTD.

HBI HOLDINGS, LLC
 CB&I LAURENS, INC.

CB&I NORTH CAROLINA, INC.
 CHICAGO BRIDGE & IRON
COMPANY (DELAWARE)
	  	 CBI HOLDCO TWO INC.
 CHICAGO BRIDGE &
IRON COMPANY (NETHERLANDS), LLC
 CONSTRUCTORS INTERNATIONAL, L.L.C.

HOWE-BAKER ENGINEERS, LTD.
 HOWE-BAKER HOLDINGS, L.L.C.

HOWE-BAKER INTERNATIONAL MANAGEMENT, LLC
 HOWE-BAKER
INTERNATIONAL, L.L.C.
 HOWE-BAKER MANAGEMENT, L.L.C.
 J. RAY
MCDERMOTT SOLUTIONS, INC.
 LUMMUS TECHNOLOGY INTERNATIONAL LLC

LUMMUS TECHNOLOGY LLC
 LUMMUS TECHNOLOGY OVERSEAS LLC

LUMMUS TECHNOLOGY SERVICES LLC
 LUMMUS TECHNOLOGY VENTURES LLC

MATRIX ENGINEERING, LTD.
 MATRIX MANAGEMENT SERVICES, LLC

MCDERMOTT ENGINEERING, LLC
 MCDERMOTT SUBSEA ENGINEERING, INC.

NUCLEAR ENERGY HOLDINGS, L.L.C.
 PROSPECT INDUSTRIES (HOLDINGS)
INC.
 SHAW CONNEX, INC.
 SHAW INTERNATIONAL INC.

SHAW TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL, INC.

SPARTEC, INC.
 TVL LENDER II, INC.

CB&I PROJECT SERVICES GROUP, LLC
 CBI OVERSEAS, LLC

LUTECH RESOURCES INC.



 

			
	By:	 	 /s/ Kevin Hargrove

	Name:	 	Kevin Hargrove
	Title:	 	Treasurer



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 J. RAY MCDERMOTT HOLDINGS, LLC

MCDERMOTT FINANCE L.L.C.

		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Vice President, Treasurer



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA.
		
	By:	 	/s/ Kevin Hargrove
	Name:	 	Kevin Hargrove
	Title:	 	Attorney



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 












 
			
	 SHAW BENECO, INC.
 SHAW MANAGEMENT
SERVICES ONE, INC.
 SHAW TRANSMISSION & DISTRIBUTION SERVICES, INC.

SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC.
 SHAW POWER
TECHNOLOGIES, INC.

		
	By:	 	/s/ Mark Coscio
	Name:	 	Mark Coscio
	Title:	 	President



  
 AMENDMENT
NO. 2 SIGNATURE PAGE 













					
	 ADMINISTRATIVE AGENT

OF THE REVOLVING CREDIT

FACILITY AND LC FACILITY:
	  	  
 CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Revolving and LC Administrative Agent, Cash Secured LC Issuer, Swing Loan Lender, Revolving Lender and LC Lender

			
		  	 By:
	  	 /s/ Kathleen Sweeney

		  	 Name:
	  	Kathleen Sweeney
		  	 Title:
	  	Managing Director
			
		  	 By:
	  	 /s/ Yuiry A. Tsyganov

		  	 Name:
	  	Yuiry A. Tsyganov
		  	 Title:
	  	Director


  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
	 ADMINISTRATIVE AGENT

OF THE TERM FACILITY:
	  	  
 BARCLAYS BANK PLC, as
Administrative Agent for the Term Facility

			
		  	 By:
	  	 /s/ Robert Silverman

		  	 Name:
	  	 Robert Silverman

		  	 Title:
	  	 Managing Director



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
		  	 BARCLAYS BANK PLC, as a Revolving Lender

			
		  	 By:
	 	 /s/ Robert Silverman

		  	 Name:
	 	 Robert Silverman

		  	 Title:
	 	 Managing Director



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
		  	 BARCLAYS BANK PLC, as a LC Lender

			
		  	 By:
	 	 /s/ Robert Silverman

		  	 Name:
	 	 Robert Silverman

		  	 Title:
	 	 Managing Director



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
	 LENDER:
	  	 BARCLAYS BANK PLC, as a Term Lender

			
		  	 By:
	 	 /s/ Salvatore Russo

		  	 Name:
	 	 Salvatore Russo

		  	 Title:
	 	 Authorized Signatory



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
		  	 ABN AMRO Capital USA LLC, as an Issuer, Revolving Lender, and LC Lender

			
		  	 By:
	 	 /s/ Francis Ballard, Jr.

		  	 Name:
	 	 Francis Ballard, Jr.

		  	 Title:
	 	 Director

			
		  	By:	 	 /s/ Amit Wynalda

		  	Name:	 	 Amit Wynalda

		  	Title:	 	 Executive Director



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
		  	 ROYAL BANK OF CANADA, as a LC Lender

			
		  	 By:
	 	 /s/ H. Christopher DeCotiis

		  	 Name:
	 	 H. Christopher DeCotiis

		  	 Title:
	 	 Authorized Signatory



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 













					
		  	 DBS BANK LTD., as an Issuer, Revolving Lender, and LC Lender

			
		  	 By:
	 	 /s/ Henry Choo

		  	 Name:
	 	 Henry Choo

		  	 Title:
	 	 Vice President



  
 AMENDMENT NO. 2 SIGNATURE
PAGE 












 LENDER: 

On file with the Administrative Agent. 

  
 AMENDMENT
NO. 2 SIGNATURE PAGE