EX-10.2




 Exhibit 10.2 

Execution Version 

AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT 

This AMENDMENT NO. 2 TO LETTER OF 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 “Applicants”, each an “Applicant”), McDermott International, Inc. a Panamanian corporation (the “Parent”), the Participants party hereto (as defined in the Letter of
Credit Agreement (as defined below)) and the Guarantors (as defined in the Letter of Credit Agreement). 
 RECITALS 

A. Whereas, reference is made to that certain Letter of Credit Agreement dated as of October 30, 2018 among the
Applicants, the Parent, the Participants and Issuers party thereto from time to time (“Participants”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) (as amended by that
certain Amendment No. 1 to Letter of Credit Agreement, dated as of October 21, 2019, and as further amended, restated, supplemented or otherwise modified from time to time, the “Letter of Credit Agreement”). 

B. Whereas the Parent and the Applicants have requested that the Requisite Participants 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 Letter of 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 Letter of Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Letter of 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 Letter of Credit Agreement. Subject to the
satisfaction of the conditions set forth in Section 5 herein: 
 (a) Section 1.1 of the Letter of 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 9.1(e) of the Letter of Credit Agreement is hereby amended by amending and restating it in its entirety as
follows: 
 “(e) (i) the Parent, an Applicant or any of the Parent’s Material Subsidiaries shall fail to make
any payment on any Indebtedness of the Applicants 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 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; or” 

  
 -2- 












 4. Representations and Warranties. Each Credit Party
represents and warrants that: 
 (a) after giving effect to this Amendment, all representations and warranties made by any
Credit Party in the Letter of Credit Agreement and the other Credit 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 Letter of
Credit Agreement and in the other Credit 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 Applicants’,
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 Applicants, 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 Credit Party enforceable against such Credit 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. 
 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) The Administrative Agent shall have received this Amendment, executed by each Applicant, the Parent, each Guarantor and the
Requisite Participants, in such counterparts as shall be acceptable to the Administrative Agent. 

  
 -3- 












 (b) The representations and warranties of each Credit Party contained in
this Amendment, the Letter of 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 Letter of 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 the Administrative Agent, for the account of the
Administrative Agent, the Issuers and Participants, as applicable, all retainers, fees and expenses (including the retainers, fees and expenses of the Administrative Agent’s counsel to the extent the Parent has received an invoice therefor) due
and payable pursuant to Section 11.3 of the Letter of Credit Agreement or otherwise invoiced to be applied to amounts to become due and payable pursuant to Section 11.3 of the Letter of Credit Agreement, whether in connection with this
Amendment or otherwise, on or before the Amendment No. 2 Effective Date. 
 (e) The Administrative Agent shall have
received an effective amendment, in form and substance satisfactory to each Administrative Agent, in respect of the Credit Agreement, dated as of May 10, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the
“Credit Agreement”), by and among the Applicants, as borrowers, the Parent, the lenders from time to time party thereto, Crédit Agricole Corporate and Investment Bank, as administrative agent for the Revolving Facility (as
defined therein) and the LC Facility (as defined therein), and Barclays Bank PLC, as administrative agent for the Term Facility (as defined therein), executed by each Applicant, the Guarantors and the requisite lenders party to the Credit Agreement.

 (f) The Administrative Agent shall have received an effective amendment, in form and substance satisfactory to the
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. 

(g) The Administrative Agent shall have received an effective Forbearance Agreement, in form and substance satisfactory to the
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. The
Administrative Agent agrees to extend until December 31, 2019 (or such later date permitted by the Administrative Agent in its sole discretion) the delivery of any agreement, document, instrument or certificate described on Schedule 7.14 of the
Letter of Credit Agreement and the performance of each of the actions described on Schedule 7.14 of the Letter of Credit Agreement, in each case by the date set forth opposite each such item or action on Schedule 7.14 of the Letter of Credit
Agreement. 

  
 -4- 












 7. Reaffirmation of Credit Support. 

(a) The Credit 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 Applicants 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 Letter of Credit Agreement and the other Credit Documents (as amended hereby) pursuant to, each of the Credit Documents (as amended hereby) to which such Credit Support Party is a party shall not be impaired, and each of the Credit
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 Applicants) 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 Letter of Credit Agreement or any other Credit Document to consent to the amendments to the Letter of Credit Agreement effected pursuant to
this Amendment and (ii) nothing in the Letter of Credit Agreement (as amended hereby), this Amendment or any other Credit Document (as amended hereby) shall be deemed to require the consent of such Credit Support Party to any future amendments
to the Letter of Credit Agreement. 
 8. Acknowledgments and Agreements. 

(a) The Applicants do hereby adopt, ratify, and confirm the Letter of Credit Agreement, as amended hereby, and acknowledge and
each agree that the Letter of Credit Agreement, as amended hereby, is and remains in full force and effect, and each Applicant acknowledges and agrees that its liabilities and obligations under the Letter of Credit Agreement, as amended hereby, and
the other Credit Documents, are not impaired in any respect by this Amendment. 
 (b) From and after the Amendment No. 2
Effective Date, all references to the Letter of Credit Agreement and the Credit Documents shall mean the Letter of Credit Agreement and such Credit Documents as amended by this Amendment and the other documents executed pursuant hereto. This
Amendment is a Credit Document for the purposes of the provisions of the other Credit 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 Letter of Credit Agreement. 
 9. Miscellaneous. 

(a) Except as specifically modified by this Amendment, the Letter of Credit Agreement and the other Credit 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, Participant or Issuer under, the Letter of Credit Agreement or any of the other Credit Documents. 

  
 -5- 












 10. 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. 
 11. 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 Letter of Credit Agreement; provided that, notwithstanding
anything herein to the contrary, the parties hereto hereby agree that Barclays Bank PLC, in its capacity as Administrative Agent, shall have rights as a third party beneficiary to the terms, conditions and provisions of this Amendment. 

12. 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. 
 13. Governing Law. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO (INCLUDING THE SUBMISSION TO JURISDICTION IN SECTION 11.12 OF THE LETTER OF 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. 
 14. Entire Agreement. THIS AMENDMENT,
THE LETTER OF CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS. 

15. Release. EACH OF THE PARENT, EACH APPLICANT AND THE OTHER CREDIT PARTIES AND THEIR AFFILIATES ON
BEHALF OF THEMSELVES AND THEIR FORMER AND CURRENT RELATED PARTIES AND EACH OF THEIR PREDECESSORS, ADMINISTRATIVE AGENT, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “RELEASING PARTIES”) HEREBY ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE
ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, 

  
 -6- 












 
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 LETTER OF CREDIT AGREEMENT, COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT OR ANY CREDIT 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 APPLICANT TO REPAY OR
ANY GUARANTOR TO GUARANTEE THE OBLIGATIONS AS PROVIDED IN THE LETTER OF CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT, ANY PARTICIPANT OR ANY ISSUER OR ANY OF THEIR
RESPECTIVE CURRENT OR FORMER RELATED PARTIES AND EACH OF THEIR PREDECESSORS, ADMINISTRATIVE AGENT, 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 LETTER OF CREDIT AGREEMENT OR OTHER CREDIT DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS AMENDMENT. 

[SIGNATURES BEGIN ON NEXT PAGE] 

  
 -7- 












 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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	 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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	 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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	 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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












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

	Name:	 	Kevin Hargrove
	Title:	 	Treasurer



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	 CB&I CANADA LTD.
 HORTON CBI,
LIMITED
 LUTECH RESOURCES CANADA LTD.

		
	By:	 	 /s/ Kevin Hargrove

	Name:	 	Kevin Hargrove
	Title:	 	Authorized Person



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	 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



  
 SIGNATURE
PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT 












 
			
	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



  
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	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)




  
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	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)




  
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	 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



  
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	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

in the presence of:
	 	                	 	 /s/ Kevin Hargrove        

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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	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



  
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	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



  
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	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



  
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	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



  
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	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



  
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	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



  
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	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



  
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	CBI EASTERN ANSTALT
		
	By:	 	 /s/ Kevin Hargrove

	Name:	 	Kevin Hargrove
	Title:	 	Authorized Person



  
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	 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



  
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	 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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	 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



  
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	 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



  
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	 J. RAY MCDERMOTT HOLDINGS, LLC

MCDERMOTT FINANCE L.L.C.

		
	By:	 	 /s/ Kevin Hargrove

	Name:	 	Kevin Hargrove
	Title:	 	Vice President, Treasurer



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

	Name:	 	Kevin Hargrove
	Title:	 	Attorney



  
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	 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



  
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	 ADMINISTRATIVE AGENT:
	 		 	 BARCLAYS BANK PLC, as Administrative Agent

				
		 		 	 By:
	 	 /s/ Robert Silverman

		 		 	 Name:
	 	 Robert Silverman

		 		 	 Title:
	 	 Managing Director



  
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	 PARTICIPANT:
	 		 	 BARCLAYS BANK PLC, as a Participant

				
		 		 	 By:
	 	 /s/ Robert Silverman

		 		 	 Name:
	 	 Robert Silverman

		 		 	 Title:
	 	 Managing Director



  
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	 PARTICIPANT:
	 		 	 CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Participant

				
		 		 	 By:
	 	 /s/ Kathleen Sweeney

		 		 	 Name:
	 	 Kathleen Sweeney

		 		 	 Title:
	 	 Managing Director

				
		 		 	 By:
	 	 /s/ Yuriy A. Tsyganov

		 		 	 Name:
	 	 Yuriy A. Tsyganov

		 		 	 Title:
	 	 Director



  
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	 PARTICIPANT:
	 		 	 ABN AMRO CAPITAL USA LLC, as a Participant

				
		 		 	 By:
	 	 /s/ Francis Ballard, Jr.

		 		 	 Name:
	 	 Francis Ballard, Jr.

		 		 	 Title:
	 	 Director

				
		 		 	 By:
	 	 /s/ Amit Wynalda

		 		 	 Name:
	 	 Amit Wynalda

		 		 	 Title:
	 	 Executive Director



  
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	 PARTICIPANT:
	 		 	 ROYAL BANK OF CANADA, as a Participant

				
		 		 	 By:
	 	 /s/ H. Christopher DeCotiis

		 		 	 Name:
	 	 H. Christopher DeCotiis

		 		 	 Title:
	 	 Authorized Signature



  
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PAGE TO AMENDMENT NO. 2 OF LETTER OF CREDIT AGREEMENT