8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2020

MCDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Republic of Panama	001-08430	72-0593134
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

757 N. Eldridge Parkway Houston, Texas	77079
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (281) 870-5000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	MDR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

Restructuring Support Agreement

On January 21, 2020, McDermott International, Inc. (the “Company”) and certain of its subsidiaries (the “Filing Subsidiaries,” and together with the Company, the “Debtors”) entered into that certain Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”), by and among: (i) the Debtors; (ii) certain lenders (the “Consenting Barclays Lenders”) under the Debtors’ Letter of Credit Agreement, dated October 30, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Barclays Sidecar”), by and among the Company, McDermott Technology (Americas), Inc. (“MTA”), McDermott Technology (US), Inc. (“MTUS”) and McDermott Technology, B.V. (“MTBV”), the guarantors party thereto and Barclays Bank PLC (“Barclays”); (iii) certain lenders (the “Consenting 2023 LC Lenders”) under the Debtors’ letter of credit facility (the “2023 LC Facility”) under the Credit Agreement, dated May 10, 2018 (the “Credit Agreement”), by and among MTA, MTUS and MTBV, the Company, the guarantors party thereto, a syndicate of lenders and letter of credit issuers, Barclays and Crédit Agricole Corporate and Investment Bank (“CACIB”); (iv) certain lenders (the “Consenting Revolving Lenders”) under the revolving credit facility (the “Revolving Credit Facility”) under the Credit Agreement; (v) certain lenders (the “Consenting Term Lenders”) under the term loan facility (the “Term Loan Facility”) under the Credit Agreement; (vi) certain letter of credit issuers (the “Consenting Superpriority LC Lenders”) under the letter of credit facility under the Debtors’ Superpriority Senior Secured Credit Agreement, dated October 21, 2019 (the “Superpriority Credit Agreement”), with MTA, MTUS and MTBV, a syndicate of lenders and letter of credit issuers, Barclays and CACIB; (vii) certain lenders (the “Consenting Superpriority Term Lenders”) under the term loan facility under the Superpriority Credit Agreement; and (viii) certain holders (the “Consenting Noteholders” and, together with the Consenting Barclays Lenders, the Consenting 2023 LC Lenders, the Consenting Revolving Lenders, the Consenting Term Lenders, the Consenting Superpriority LC Lenders, the Consenting Superpriority Term Lenders and the Consenting Noteholders, the “Restructuring Support Parties”) of the Company’s 10.625% senior notes due 2024 (the “Senior Notes”) issued pursuant to that certain Indenture, dated April 18, 2018, by and among MTA, MTUS, the Company, the other guarantors party thereto, and UMB Bank, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

The RSA contains certain covenants on the part of the Debtors and the Restructuring Support Parties, including that the Restructuring Support Parties (i) vote in favor of the Joint Prepackaged Chapter 11 Plan of Reorganization of the Debtors (as proposed, the “Prepackaged Plan”) under chapter 11 of the United States Bankruptcy Code (“Chapter 11”) contemplated by the RSA, (ii) act in good faith and use reasonable best efforts to support and complete successfully the related solicitation of votes to obtain sufficient acceptances of the Prepackaged Plan (the “Solicitation”), and (iii) otherwise support and take all actions that are necessary and appropriate to facilitate approval of the disclosure statement related to the Solicitation (the “Disclosure Statement”), confirmation of the Prepackaged Plan and consummation of the Debtors’ restructuring in accordance with the RSA. The RSA further provides that the Restructuring Support Parties shall have the right, but not the obligation, to terminate the RSA upon the occurrence of certain events, including the failure of the Debtors to achieve certain milestones.

In addition to a $2.81 billion debtor-in-possession financing facility (the material terms of which are described in the DIP Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet attached to the RSA), the RSA contemplates that, on the effective date of the Prepackaged Plan (the “Effective Date”), the Debtors will enter into new exit credit facilities (“Exit Facilities”), consisting of (i) a super senior exit facility comprised of a letter of credit facility in an amount of $743 million (the “Super Senior Exit

Facility”), (ii) a super senior term loan facility in an amount of any portion of the Make Whole Amount (as defined in the RSA) outstanding and not repaid at emergence (the “Make Whole Exit Facility”); (iii) a senior secured letter of credit exit facility in an amount up to $1.326 billion for new letters of credit (the “Senior LC Exit Facility”), (iv) a senior secured letter of credit exit facility reflecting existing letters of credit (the “Roll-Off LC Exit Facility” and, together with the Super Senior Exit Facility and the Senior LC Exit Facility, the “LC Exit Facilities”), (v) a senior secured term loan facility in an amount of $500 million of take-back debt (the “Term Loan Exit Facility”), and (vi) a cash secured letter of credit exit facility in an amount up to $371 million (the “Cash Secured LC Facility”). The aggregate amount of commitments under the LC Exit Facilities and the Cash Secured LC Exit Facility will be approximately $2.4 billion.

Additionally, in connection with the Sellers’ (as defined below) entry into the Purchase Agreement (as defined below) with a “stalking horse” bidder, it is anticipated that the Sellers will sell the Company’s Lummus Technology division (the “Technology Business”), subject to the approval of the Court (as defined below), and subject to an auction to solicit superior bids for the Technology Business to be conducted approximately 45 days after the commencement of the Chapter 11 cases, or on such date as otherwise ordered by the Court.

Proposed Joint Prepackaged Chapter 11 Plan of Reorganization

Pursuant to the RSA, the Company commenced the Solicitation on January 21, 2020. In connection with the commencement of the Solicitation, copies of the Disclosure Statement and the Prepackaged Plan were distributed to certain institutional investor and lender creditors of the Company entitled to vote on the Prepackaged Plan. The Prepackaged Plan, which remains subject to the approval of the United States Bankruptcy Court for the Southern District of Texas (the “Court”), provides that, among other things, on the Effective Date:

• holders of claims arising under the DIP New-Money Term Loans (as defined in the RSA) shall be paid in full, in cash on the Effective Date funded from the Technology Business Sale Proceeds (as defined in the RSA) or, to the extent not paid in full from the Technology Business Sale Proceeds, (a) claims arising under the DIP New Money Term Loans other than the Make Whole Amount and hedging obligations that will be rolled into the DIP Facilities and Exit Facilities shall receive cash on hand and proceeds from the Exit Facilities, and (b) claims arising under the Make Whole Amount shall receive participation in the Make Whole Exit Facility;

• holders of claims arising under the DIP Letters of Credit (as defined in the RSA) shall receive participation in the Super Senior Exit Facility in an amount equal to each such holder’s claim arising under the DIP New Money Letters of Credit;

• holders of DIP Cash Secured Letters of Credit (as defined in the RSA) shall receive participation in the Cash Secured Exit Facility in an amount equal to such holder’s DIP Cash Secured LC Facility;

• holders of claims arising under the (i) Barclays Sidecar, (ii) the 2023 LC Facility, (iii) the Revolving Credit Facility and (iv) the Lloyd’s Facility shall participate in the Roll-Off LC Exit Facility or receive their pro rata share of the Secured Creditor Funded Debt Distribution (as defined in the RSA), depending upon the nature of such claim;

• holders of claims arising under the Term Loan Facility and Credit Agreement Hedging Claims (as defined in the RSA) other than hedging obligations that will be rolled into the DIP Facilities and the Exit Facilities shall receive their pro rata share of the Secured Creditor Funded Debt Distribution;

• holders of claims arising under the Senior Notes shall receive their pro rata share of (i) 6% of the new equity interests in the reorganized Company, (the “New Common Stock”) plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment (as defined in the RSA), subject to dilution on account of the New Warrants, and the Management Incentive Plan (each as defined in the RSA); and (ii) the New Warrants;

• holders of general unsecured claims shall either (i) have their claims reinstated or (ii) be paid in full in cash;

• each existing equity interest in any of the Debtors other than the Company shall be reinstated or cancelled, released and extinguished without any distribution at the Debtors’ election and with the consent of the Required Consenting Lenders (as defined in the RSA); and

• each existing equity interest in the Company shall be cancelled, released and extinguished without any distribution.

Share and Asset Purchase Agreement

On January 21, 2020, certain subsidiaries of the Company (collectively, the “Sellers”) entered into a share and asset purchase agreement (“Purchase Agreement”) with a buyer, Illuminate Buyer, LLC (the “Buyer”), pursuant to which the Buyer has agreed to purchase, subject to the terms and conditions contained therein, all of the equity interests in each of Lummus Technology LLC, McDermott Technology (2), B.V., and certain other affiliated entities and ventures, along with certain other assets which, collectively, constitute the “Technology Business.” Each of the Sellers is a debtor in the Chapter 11 cases.

The acquisition of the Technology Business pursuant to the Purchase Agreement is subject to approval of the Court and an auction to solicit higher or otherwise better bids. The Sellers will seek Court approval to declare the Buyer as the “stalking horse” bidder approximately 40 days after the commencement of the Chapter 11 cases. If the Debtors receive any bids that are higher or otherwise better, the Debtors expect to conduct an auction for the Technology Business approximately 45 days after the commencement of the Chapter 11 cases, or on such date as otherwise ordered by the Court. As the stalking horse bidder, the Buyer’s offer to purchase the Technology Business, as set forth in the Purchase Agreement, serves as the minimum or floor bid on which the Debtors, their creditors, suppliers, vendors, and other bidders may rely. Other interested bidders would be permitted to participate in the auction of the Technology Business if they submit qualifying offers that are higher or otherwise better than the stalking horse bid.

Under the terms of the Purchase Agreement, the Buyer has agreed, absent any higher or otherwise better bid, to acquire the Technology Business from the Sellers for $2.725 billion, subject to certain adjustments in accordance with the terms and conditions of the Purchase Agreement, plus the assumption of specified liabilities related to the Technology Business. Upon the execution of the Purchase Agreement, the Buyer is required to deposit into escrow an aggregate amount equal to $100 million, and is required to deposit in escrow an additional $100 million in the event the Buyer is the successful bidder at the auction (collectively, the “Deposit”), which Deposit will be credited to the purchase price on the completion of the acquisition of the Technology Business. If the Purchase Agreement is terminated, the Deposit will be returned to the Buyer unless the Buyer defaults under the Purchase Agreement, in which case the Deposit will be retained by the Sellers. If the Court approves the Purchase Agreement and the Sellers consummate an alternative sale of the Technology Business to any person other than the Buyer, the Sellers will pay to the Buyer a break-up fee equal to 3% of the purchase price and reimburse certain expenses associated with the negotiation, drafting, and execution of the Purchase Agreement.

The foregoing descriptions of the RSA and the Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the RSA and the Purchase Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Bonus Award Agreements

As previously disclosed by the Company, the board of directors of the Company approved a form of Retention Bonus Award Agreement (the “Retention Bonus Award Agreement”) for David Dickson, President and Chief Executive Officer, and Samik Mukherjee, Group Senior Vice President, Projects, which provided for the payment of certain cash retention bonuses (each, a “Retention Bonus”). In accordance with the Retention Bonus Award Agreements, upon the Company’s good faith determination on January 17, 2020 that the Company was likely to commence a voluntary proceeding under Chapter 11 of title 11 of the United States Code, the unpaid portion of the Retention Bonus was paid immediately.

Item 7.01 Regulation FD Disclosure.

Press Release

On January 21, 2020, the Company issued a press release announcing the signing of the RSA and the solicitation of votes relating to the Prepackaged Plan, as described in Item 1.01. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. As described above, the Disclosure Statement was distributed to certain creditors of the Company on January 21, 2020. A copy of the Disclosure Statement is being furnished as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. This Current Report on Form 8-K is not a solicitation of votes to accept or reject the Prepackaged Plan or an offer to sell securities of the Company. Any solicitation of votes or offer to sell or solicitation of an offer to buy any securities of the Company will be made only pursuant to and in accordance with the Disclosure Statement.

Cleansing Materials

Beginning in September 2019, the Company commenced discussions with certain holders of the Company’s Senior Notes, certain lenders under the Superpriority Credit Agreement, certain lenders under the Term Loan Facility and legal and financial advisors for such lenders and holders (the “Ad Hoc Group”) regarding the possibility of a potential financing, recapitalization, material sale of assets or equity of one of the Company’s subsidiaries, or alternative transactions for the Company.

The Company entered into confidentiality agreements (collectively, the “NDAs”) with certain members of the Ad Hoc Group. Pursuant to the NDAs, the Company agreed to publicly disclose certain information, including material non-public information disclosed to the Ad Hoc Group (the “Cleansing Material”) upon the occurrence of certain events set forth in the NDAs. Copies of the Cleansing Material, including (i) a strategic alternatives presentation and update on the Company’s Customer Assistance Plan and (ii) the Company’s 2020 Business Plan and accompanying supplemental materials are attached hereto as Exhibits 99.3 and 99.4, respectively.

The descriptions in this Form 8-K of the Cleansing Material do not purport to be complete and are qualified in their entirety by reference to the complete presentation of the Cleansing Material attached as Exhibits 99.3 and 99.4 hereto.

The information in the Cleansing Material is dependent upon assumptions with respect to commodity prices, development capital, operating expenses, backlog, availability and cost of capital and performance as set forth in the Cleansing Material. Any financial projections or forecasts included in the Cleansing Material were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States. The Company’s independent accountants have not examined, compiled or otherwise applied procedures to the projections and, accordingly, do not express an opinion or any other form of assurance with respect to the projections. The inclusion of the projections herein should not be regarded as an indication that the Company or its representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Neither the Company nor any of its representatives has made or makes any representation to any person regarding the ultimate outcome of the Company’s proposed restructuring compared to the projections, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error.

The information included in this Form 8-K under Item 7.01 and Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number		Description
	10.1	Restructuring Support Agreement, dated January 21, 2020 by and among the McDermott International, Inc., the debtor subsidiaries party thereto and a syndicate of lenders and letter of credit issuers (Incorporated by reference to Exhibit B of the Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of McDermott International, Inc. and its Affiliated Debtors dated January 21, 2020 filed as Exhibit 99.2 hereto).
	10.2	Share and Asset Purchase Agreement, dated January 21, 2020, by and among MTA, MTUS, MTBV and J. Ray Holdings, Inc. and Illuminate Buyer, LLC.
	99.1	Press Release, dated January 21, 2020.
	99.2	Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of McDermott International, Inc. and its Affiliated Debtors dated January 21, 2020.
	99.3	Project Sprint Lender Cleansing Materials.
	99.4	Project Sprint 2020 Business Plan Cleansing Materials.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MCDERMOTT INTERNATIONAL, INC.
Dated: January 21, 2020
	By:	/s/ John M. Freeman
		John M. Freeman Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-10.2

Exhibit 10.2

SHARE AND ASSET PURCHASE AGREEMENT

BY AND BETWEEN

SELLERS

AND

ILLUMINATE BUYER, LLC

Dated as of January 21, 2020

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.1	Definitions		1
Section 1.2	Other Defined Terms		25
ARTICLE II PURCHASE AND SALE; CLOSING			28
Section 2.1	Purchase and Sale		28
Section 2.2	Purchase Price		28
Section 2.3	Escrow Amounts		28
Section 2.4	Closing Date		29
Section 2.5	Purchased Assets		30
Section 2.6	Excluded Assets		32
Section 2.7	Assumed Liabilities		34
Section 2.8	Retained Liabilities		35
Section 2.9	Retained Stake Option		36
Section 2.10	Closing Deliveries		37
Section 2.11	Adjustment to Base Purchase Price		40
Section 2.12	Purchase Price Allocation		44
Section 2.13	Non-Assignment; Consents		46
Section 2.14	Foreign Acquisition Agreements		49
Section 2.15	Target Entities		49
Section 2.16	Bulk Sales Waiver		50
Section 2.17	Withholding Rights		50
Section 2.18	Pre-Closing Reorganization		50
Section 2.19	Lummus Consultants		50
Section 2.20	363 Sale Option		50
Section 2.21	Target Entity Transaction Expenses		51
ARTICLE III REPRESENTATIONS AND WARRANTIES OF EACH SELLER			51
Section 3.1	Organization, Standing and Power		51
Section 3.2	Target Entities		51
Section 3.3	Authority; Execution and Delivery; Enforceability		53
Section 3.4	No Conflicts; Consents		53
Section 3.5	Proceedings		54
Section 3.6	Financial Statements; Absence of Undisclosed Liabilities		54
Section 3.7	Absence of Changes or Events		55
Section 3.8	Title and Condition; Sufficiency of Assets		55
Section 3.9	Intellectual Property		56
Section 3.10	Real Property		58
Section 3.11	Contracts		59

Section 3.12	Compliance with Applicable Laws; Permits	61
Section 3.13	Environmental Matters	62
Section 3.14	Taxes	62
Section 3.15	Labor Relations; Employees and Employee Benefit Plans	64
Section 3.16	Intercompany Arrangements	67
Section 3.17	Brokers	67
Section 3.18	Significant Customers	67
Section 3.19	Significant Suppliers	67
Section 3.20	Insurance	68
Section 3.21	Related-Party Transactions	68
Section 3.22	Lock Box	68
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER		70
Section 4.1	Organization, Standing and Power	70
Section 4.2	Authority; Execution and Delivery; Enforceability	70
Section 4.3	No Conflicts; Consents	71
Section 4.4	Financial Ability to Perform	71
Section 4.5	Proceedings	71
Section 4.6	Financing	71
Section 4.7	Brokers	73
Section 4.8	Investigation; Acquisition of Shares for Investment	73
Section 4.9	Solvency	73
Section 4.10	Adequate Assurance Regarding Executory Contracts	73
ARTICLE V COVENANTS		74
Section 5.1	Covenants Relating to Conduct of Business	74
Section 5.2	Efforts	77
Section 5.3	Confidentiality	80
Section 5.4	Access to Information	82
Section 5.5	Publicity	84
Section 5.6	Intercompany Accounts and Intercompany Arrangements	84
Section 5.7	Tax Matters	85
Section 5.8	Employee Matters	85
Section 5.9	Financial Obligations	91
Section 5.10	Names Following Closing	92
Section 5.11	Insurance/Directors and Officers of the Target Entities	93
Section 5.12	Litigation Support	93
Section 5.13	Payments	94
Section 5.14	Non-Solicitation of Employees; Non-Competition	94
Section 5.15	Misallocated Assets	96
Section 5.16	Further Assurances	96
Section 5.17	Pre-Closing Reorganization	96
Section 5.18	Additional Financial Statements	97
Section 5.19	Bankruptcy Court Filings; Milestones	97
Section 5.20	Alternative Transactions	98
Section 5.21	Cure Costs	99
Section 5.22	Financing	99
Section 5.23	R&W Insurance Policy	104
Section 5.24	Dutch 403 Statement	105
Section 5.25	Title Affidavits and Releases of Deeds of Trust	105
Section 5.26	Master Service Agreements	106

2

Section 5.27	Intellectual Property Cross-Licenses	106
Section 5.28	Shared Services Agreements	107
Section 5.29	Specified Hedging Arrangements	107
ARTICLE VI CERTAIN TAX MATTERS		108
Section 6.1	Survival of Tax Representations and Warranties	108
Section 6.2	Tax Indemnification	108
Section 6.3	No Recourse	109
Section 6.4	Tax Indemnification Procedures	110
Section 6.5	Tax Proceedings; Cooperation	110
Section 6.6	Preparation of Tax Returns and Payment of Taxes	111
Section 6.7	Refunds and Tax Reimbursement	112
Section 6.8	Cooperation, Tax Returns and Exchange of Information	112
Section 6.9	Tax Sharing Agreements	113
Section 6.10	Termination of Existing CIT Fiscal Unity	113
Section 6.11	Tax Treatment of Payments	114
Section 6.12	Transfer Taxes	114
Section 6.13	Straddle Period Allocation	114
Section 6.14	Dispute Resolution with Respect to the CIT Fiscal Unity	115
Section 6.15	Existing VAT Fiscal Unity	116
Section 6.16	Check-the-Box Elections	116
ARTICLE VII CONDITIONS PRECEDENT		116
Section 7.1	Conditions to Each Party’s Obligations to Close	116
Section 7.2	Conditions to Obligations of Purchaser to Close	117
Section 7.3	Conditions to Obligations of Sellers to Close	118
Section 7.4	Frustration of Closing Conditions	118
ARTICLE VIII TERMINATION; EFFECT OF TERMINATION		119
Section 8.1	Termination	119
Section 8.2	Effect of Termination	122
Section 8.3	Notice of Termination	124
ARTICLE IX GENERAL PROVISIONS		125
Section 9.1	Survival of Representations, Warranties and Agreements; Indemnification; Release; Disclaimer	125
Section 9.2	Entire Agreement	128
Section 9.3	Assignment	128
Section 9.4	Amendments and Waivers	129
Section 9.5	No Third-Party Beneficiaries	129
Section 9.6	Notices	129
Section 9.7	Specific Performance	131
Section 9.8	Governing Law and Jurisdiction	131
Section 9.9	Waiver of Jury Trial	132
Section 9.10	Severability	133
Section 9.11	Counterparts	133

3

Section 9.12	Expenses	133
Section 9.13	Interpretation; Absence of Presumption	133
Section 9.14	Transaction Privilege	134
Section 9.15	Disclosure Schedules	136
Section 9.16	Non-Recourse	136
Section 9.17	Seller Representative	137
Section 9.18	NO SPECIAL DAMAGES	138

EXHIBITS

Exhibit A	Bidding Procedures
Exhibit B	Bidding Procedures Order
Exhibit C	Deposit Escrow Agreements
Exhibit D	Pre-Closing Reorganization
Exhibit E	Form of Transition Services Agreement
Exhibit F	Form of Assignment and Conveyance Agreement
Exhibit G	Form of Assignment and Assumption Agreement and Bill of Sale
Exhibit H	Form of Strategic Agreement
Exhibit I	Shareholders Agreement Term Sheet
Exhibit J	Form of Dutch Deed of Transfer
Exhibit K	Seller Disclosure Schedules and Purchaser Disclosure Schedules
Exhibit L	R&W Insurance Policy
Exhibit M	EBITDA Calculation Principles
Exhibit N	Dutch Notary Instructions
Exhibit O	Bidding Procedures Motion
Exhibit P	Pre-Closing Restructuring
Exhibit Q	Sale Order

4

SHARE AND ASSET PURCHASE AGREEMENT

This SHARE AND ASSET PURCHASE AGREEMENT, dated as of January 21, 2020 (this “Agreement”), is by and among Sellers (as defined in Section 1.1) and Illuminate Buyer, LLC, a Delaware limited liability company (“Purchaser”). Each Seller and Purchaser are referred to as a “Party” and, collectively, as the “Parties.”

WHEREAS, Sellers and certain of their Subsidiaries are engaged in, among other things, the Business, including through their ownership of interests and participation in the Target Entities;

WHEREAS, on or shortly following the date of this Agreement, MII and certain Sellers intend to file a voluntary petition and commence a case (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the Bankruptcy Court;

WHEREAS, on the terms and subject to the conditions set forth in this Agreement and subject to the approval of the Bankruptcy Court, Sellers shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from Sellers, all of their right, title and interest in and to the Purchased Assets, and Purchaser shall assume the Assumed Liabilities (the “Transaction”);

WHEREAS, on the terms and conditions set forth in this Agreement, prior to or following the Closing, Sellers shall have the option to retain or purchase, as applicable, a ten percent (10%) common equity ownership interest in Purchaser (the “Retained Stake Interest”, and the option described herein relating thereto, the “Retained Stake Option”); and

WHEREAS, simultaneously with the Closing under this Agreement, Sellers, Purchaser and certain of their respective Subsidiaries desire to enter into certain other agreements in connection with the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on the terms and subject to the conditions of this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms have the meanings set forth below:

“Acceptable Confidentiality Agreement” means a confidentiality agreement that (i) is for a term of no less than one (1) year, unless the confidentiality obligation applies to confidential information that is retained, in which case the term of such restriction shall be no less than five (5) years, (ii) contains provisions that are no less restrictive than those contained in the Confidentiality Agreement in any material respect, (iii) contains an employee non-solicit and no-hire and business relationship non-solicitation covenant that is for a term of no less than one (1) year and is otherwise no less restrictive than that contained in the Confidentiality Agreement in any material respect,

(iv) contains appropriate provisions respecting customary obligations to establish “clean teams” for any potential bidder that is a competitor of the Business and (v) does not prohibit MII or any of its Affiliates from providing information to Purchaser in accordance with Section 5.20. An Acceptable Confidentiality Agreement may not include any provisions granting exclusivity to any Person other than any Party or prohibiting Sellers from satisfying their obligations hereunder.

“Accounts Payable” means, of any Person, any and all trade and other accounts payable of such Person outstanding as of immediately prior to the Measurement Time, including all trade and other accounts payable under any Assumed Business Contract.

“Accounts Receivable” means, of any Person, any and all trade and other accounts receivable of such Person outstanding as of immediately prior to the Measurement Time, including all trade and other accounts receivable under any Assumed Business Contract and any claim, remedy or other right of such Person relating thereto.

“Adjustment Amount” means an amount (which may only be a negative amount or zero) equal to (a) the Closing Working Capital minus (b) the Reference Working Capital.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. For purposes of this Agreement: (i) no Seller shall be deemed an Affiliate of Purchaser, nor, from and after the Closing, of the Business or the Target Entities; (ii) neither Purchaser nor any of Purchaser’s Affiliates shall be deemed Affiliates of any Seller, nor, prior to Closing, of the Business or the Target Entities; (iii) the Purchased Ventures shall not be deemed to be Affiliates of any Seller unless such Seller otherwise controls such Purchased Venture and in any event shall not be deemed an Affiliate after Closing; and (iv) following the Closing, the Target Entities shall be Affiliates of Purchaser.

“Alternative Transaction” means any (i) merger, consolidation, share exchange or other similar transaction to which Sellers or any of their respective Affiliates is a party, (ii) issuance, sale or transfer of equity interests in, Sellers, the Target Entities, the Purchased Assets or the Business, (iii) direct or indirect sale of assets of, or any issuance, sale or transfer of equity interests in, Sellers, the Target Entities, the Purchased Assets or the Business, or (iv) other transaction, including a plan of liquidation or reorganization (in any jurisdiction, whether domestic, foreign, international or otherwise), in the case of each of the preceding clauses (i) - (iv), (A) that transfers or vests ownership of, economic rights to, or benefits in any of the Purchased Assets (other than de minimis assets) or the Business to any party other than Purchaser and (B) whether or not such transactions are entered into in connection with any bankruptcy, insolvency or similar Proceedings; provided, however, that notwithstanding the foregoing, the Pre-Closing Reorganization shall not in and of itself constitute an “Alternative Transaction”.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010 and all other similar Laws of any jurisdiction.

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“AP Delayed Payments” means, as of any time of determination, an amount equal to the total Accounts Payable of the Business owing to third-parties, less the amount of such Accounts Payable that, as of such time, is classified as current in accordance with HFM; provided that such amount shall be no less than $9,524,000.

“Assumed Business Contracts” means all Contracts primarily relating to the Business or the Purchased Assets or to which the Target Entities are party, as well as any portion of a any other Contract to which the Sellers or any of their Affiliates (other than the Target Entities) are party that primarily relates to the Business, the Purchased Assets or the Target Entities.

“Auction” means an auction undertaken with respect to the Purchased Assets as set forth in the Bidding Procedures Order.

“Back-Up Termination Date” means the earlier to occur of: (i) consummation of the transaction resulting from the Auction with the Successful Bidder; (ii) Purchaser’s receipt of notice from Seller Representative of the release by Sellers of Purchaser’s obligations under Section 5.20(b); and (iii) thirty (30) calendar days following the conclusion of the Auction and the designation of Purchaser as the Back-Up Bidder in accordance with Section 5.20 (so long as Purchaser has not otherwise terminated this Agreement pursuant to Article VIII); provided that in no event shall the Back-Up Termination Date extend beyond the Outside Date.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas (Houston division).

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases, and the general, local and chambers rules of the Bankruptcy Court.

“Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) or any employment, retention, change in control, profit-sharing, bonus, stock option, stock purchase, restricted stock and other equity or equity-based, incentive, deferred compensation (including any pension, old age retirement, disability, early retirement or similar plan), severance, termination or other benefit plan, program, policy, agreement or arrangement sponsored, maintained or contributed to by Sellers or any of their respective Subsidiaries or any of their respective ERISA Affiliates for the benefit of any Business Employee or Former Business Employee, other than any Multiemployer Plan or any schemes or arrangements maintained by a Governmental Entity for Business Employees or Former Business Employees.

“Bidding Procedures” means the bidding procedures approved by the Bankruptcy Court pursuant to the Bidding Procedures Order, (i) in the form attached hereto as Exhibit A and, in any case, (ii) in form and substance satisfactory to Purchaser; it being understood that (A) Bidding Procedures in substantially the form of Exhibit A will be deemed satisfactory to Purchaser and (B) Purchaser shall consider in good faith any amendments to such form reasonably requested by the Bankruptcy Court prior to objecting to any such amendments so requested.

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“Bidding Procedures Motion” means the motion filed by Sellers seeking entry of the Bidding Procedures Order and entry of the Sale Order, which motion shall be in form and substance satisfactory to Purchaser; it being understood that (A) the Bidding Procedures Motion in substantially the form attached as Exhibit O will be deemed satisfactory to Purchaser and (B) Purchaser any amendments to such form reasonably requested by the Bankruptcy Court prior to objecting to any such amendments so requested.

“Bidding Procedures Order” means an order of the Bankruptcy Court approving the Bidding Procedures in form and substance satisfactory to Purchaser, which order must (i) provide for approval of the Break-Up Fee and the Expense Reimbursement pursuant to Section 8.2(c); (ii) set forth the Bidding Procedures; and (iii) schedules the Auction and a hearing to approve the Sale Order, it being understood that (A) the Bidding Procedures Order in substantially the form attached hereto as Exhibit B will be deemed satisfactory to Purchaser and (B) Purchaser shall consider in good faith any amendments to such form reasonably requested by the Bankruptcy Court prior to objecting to any such amendments so requested.

“Break-Up Fee” means $81,750,000.

“Business” means the process technology business (consisting of the offering of proprietary gas processing, refining, petrochemical and coal gasification technologies and the supply of proprietary catalysts, equipment and engineering services related to such technologies), the engineered products business (consisting of the offering of equipment modularization, related proprietary and specialized equipment and related engineering services in the fields of gas processing and heat transfer), taken as a whole, in each case, as conducted by the Target Entities and the Sellers as of the date hereof and, subject to Section 5.1, as of the Closing; provided that, notwithstanding the foregoing, the “Business” shall not include (x) the Excluded Business, (y) the Excluded Assets or (z) the Retained Liabilities.

“Business Affiliated Person” shall mean: (a) any current or former director, manager, trustee, officer or employee of any Seller or Target Entity; (b) Sellers and any Affiliate of Sellers; and (c) any equityholder of any Seller that is an individual.

“Business Day” means any day, other than a Saturday, Sunday, or day on which commercial banks are required or authorized to be closed in (i) Houston, Texas or New York, New York, or (ii) Mumbai, India or Amsterdam, the Netherlands; provided, that, for purposes of the definition of “Marketing Period,” Section 2.4, Section 5.2 and Section 8.2, “Business Day” shall include only those days described in the preceding clause (i).

“Business Employee” means the individuals listed in Section 1.1(a) of the Seller Disclosure Schedules. Notwithstanding the foregoing, subject to Purchaser’s prior written approval (not to be unreasonably withheld, conditioned or delayed), Sellers shall be permitted to update, not later than fourteen (14) days following the date of this Agreement, the list of Business Employees by adding, not more than thirty (30) employees of Sellers or any of their Subsidiaries whom Sellers reasonably demonstrate are considered “shared services” employees who provide substantial support for the Business.

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“Business Intellectual Property” means all Owned Intellectual Property and all other Intellectual Property used or held for use in the operation of the Business.

“Business Material Adverse Effect” means any event, change, development or effect that, individually or in the aggregate, (i) has, or would reasonably be expected to have, a material adverse effect on the business, financial condition, operations, assets or Liabilities of the Business, the Target Entities and the Purchased Assets, taken as a whole; or (ii) would reasonably be expected to impair or materially delay the ability of Sellers or the Target Entities to consummate the Transaction and the other transactions contemplated hereby; provided, however, that, for purposes of clause (i), no such event, change, development, or effect resulting or arising from or in connection with any of the following matters shall be deemed, either alone or in combination, to constitute or contribute to a “Business Material Adverse Effect”: (a) changes or developments in the general conditions in the industries in which the Business operates, occurring after the date of this Agreement; (b) general political, economic, business, monetary, financial or capital or credit market conditions or trends (including interest rates); (c) changes or developments in global or national political, economic, business, monetary, financial or capital or credit market conditions or trends, occurring after the date of this Agreement; (d) any act of civil unrest, war or terrorism, including an outbreak or escalation of hostilities involving the United States or any other country or the declaration by the United States or any other country of a national emergency or war; (e) any conditions resulting from natural disasters, acts of God or other similar force majeure events after the date of this Agreement; (f) the failure of the financial or operating performance of any Seller, any Target Entity or the Business to meet internal, Purchaser or analyst or other external projections, forecasts or budgets for any period (it being understood that the underlying cause of, or the effect of, failure by the Business to meet such projections and forecasts may be taken into account in determining whether a Business Material Adverse Effect has occurred); (g) any action taken or omitted to be taken after the date hereof by or at the written request of Purchaser (other than actions that Sellers are required to take or omit to take in accordance with this Agreement), or in compliance with applicable Law or the express covenants and agreements contained in this Agreement (other than the covenants set forth in Section 5.1); (h) the execution, announcement, pendency or consummation of this Agreement, the Transaction or the other transactions contemplated hereby or by reason of the identity of Purchaser or its Affiliates; or (i) changes after the date hereof in any applicable Law or GAAP or other applicable accounting principles or standard; except, in the case of clause (a), (b), (c), (d), (e) or (i), to the extent, and only to the extent, that the effects of such event, change, development, or effect are disproportionately adverse to the Business, the Purchased Assets or the Target Entities, taken as a whole, relative to similarly situated businesses in the industries in which the Business operates, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Business Material Adverse Effect has occurred.

“Capital Stock” means, with respect to: (i) any corporation, any share, or any depositary receipt or other certificate representing any share, of an equity ownership interest in that corporation; and (ii) any other Entity, any share, membership, partnership or other percentage interest, unit of participation or other equivalent (however designated) of an equity interest in that Entity, together with (a) any option, warrant, purchase right, conversion right, exchange right, put right, preemptive right, commitment or other security or Contract which would entitle any other Person, directly or indirectly, to acquire any of the interests described in clauses (i) and (ii) in such Person or otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of such Person (including equity appreciation, phantom equity, profit participation or other similar rights or securities), (b) any security directly or indirectly convertible into or exchangeable or exercisable for any security described in clauses (i) or (ii), or (c) any security or other right with equity features or that is derivative of, or provides economic benefits based on, directly or indirectly, the value or price of any security described in the clauses (i) or (ii).

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“Cash Amounts” means, of any Person, as of any time of determination, all unrestricted cash and cash equivalents, including bank and other depositary accounts, safe deposit boxes (to the extent held in cash), demand accounts, certificates of deposit, time deposits, negotiable instruments, brokerage accounts and marketable securities (net of any amounts attributable to uncleared issued checks, drafts or wire transfers outstanding as of such time and not deducted from the applicable bank accounts as of such time) and excluding, for the avoidance of doubt, restricted cash and any amounts held in escrow, in each case, of such Person as of such time, such amounts calculated in accordance with the Transaction Accounting Principles.

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity.

“CFIUS Approval” means that the Parties (or their respective counsel) shall have received a written notification that either (a) CFIUS has concluded its review or investigation of the transactions contemplated by this Agreement and that (i) such transactions do not constitute a “covered transaction;” (ii) there are no unresolved national security issues with respect to such transactions; or (iii) the United States government will not take action to prevent, condition or suspend such transactions; or (b) the President of the United States has decided not to take any action to condition, suspend or prohibit the transactions contemplated by this Agreement pursuant to Section 721 of the Defense Production Act.

“Chosen Court” means the courts described in Section 9.8 in accordance with the provisions thereof.

“CITA” means the Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting 1969).

“CIT Fiscal Unity” means a fiscal unity (fiscale eenheid) pursuant to section 15 of the CITA.

“Closing Cash Amount” means an amount equal to the sum of the aggregate Cash Amounts of the Purchased Entities as of the Measurement Time.

“Closing Funded Debt” means an amount equal to the sum of the aggregate Funded Debt of the Purchased Entities, in each case as of the Measurement Time (excluding, for the avoidance of doubt, Liabilities from which the Target Entities are released at or prior to the Closing with no Liability to Purchaser or its Affiliates by order of the Bankruptcy Court).

“Closing Lien Release Letters” means one or more release letters or termination statements with respect to each item of Indebtedness of Sellers or any of their respective Affiliates (other than the Target Entities) that is guaranteed by any of the Target Entities or that is secured by a Lien on any of the assets or properties of the Target Entities or any other Purchased Assets and listed in items 1 through 4 of Section 3.6(d) of the Seller Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Purchaser, which letters and other instruments provide that all guarantees by, and other obligations of, the Target Entities in respect of such Indebtedness, and all Liens on the assets of the Target Entities and the other Purchased Assets securing the obligations in respect of such Indebtedness, shall be released and terminated effective concurrently with the Closing with no Liability to Purchaser or any of its Affiliates.

“Closing Purchase Price” means (a) the Base Purchase Price, plus (b) the Estimated Adjustment Amount (which may only be a negative number or zero), plus (c) the Estimated Closing Cash Amount, minus (d) the Estimated Closing Funded Debt, minus (e) the Estimated Target Entity Transaction Expenses, minus (f) the Rollover Value, if applicable, minus (g) Estimated Leakage (which shall not, for the avoidance of doubt, include Permitted Leakage), minus (h) the Estimated EBITDA Adjustment Amount, if any, plus (i) the Ticking Fee, plus (j) the Estimated Contract Capital Amount (which may only be a negative number or zero), minus (k) the Lease Obligations. Notwithstanding anything herein to the contrary, in no event shall the Purchase Price include any increase respecting interest rate or currency swaps, collars, caps and similar hedging obligations.

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“Closing Working Capital” means the Working Capital as of the Measurement Time (which shall only be a negative number or zero).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Compliant” means, with respect to the Required Financial Information, that (i) such Required Financial Information does not contain any untrue statement of material fact regarding the Business, the Purchased Assets or the Target Entities, or omit to state any material fact regarding the Business, the Purchased Assets or the Target Entities necessary in order to make such Required Financial Information not materially misleading under the circumstances in which made, (ii) such Required Financial Information complies in all material respects with all applicable requirements of Regulation S-K and Regulation S-X under the Securities Act for a registered public offering of non-convertible debt securities on Form S-1 (other than such provisions (including, without limitation, information required by Rules 3-09, 3-10 and 3-16 of Regulation S-X and Rule 402(b) of Regulation S-K) for which compliance is not customary in a Rule 144A offering of non-convertible debt securities) and (iii) the financial statements and other financial information included in such Required Financial Information would not be deemed stale or otherwise be unusable under customary practices for offerings and private placements of high yield debt securities under Rule 144A promulgated under the Securities Act and are sufficient to permit Sellers’ independent accountants to issue comfort letters to the Debt Financing Sources, including as to customary negative assurances and change period, in order to consummate any offering of debt securities on any day during the Marketing Period, which such accountants have confirmed they are prepared to issue.

“Confirmation Order” means an order of the Bankruptcy Court confirming a chapter 11 plan, which order shall (i) be in form and substance reasonably acceptable to Purchaser (as it relates to the terms of this Agreement and the authorization of the consummation of the Transaction by the Bankruptcy Court) and Sellers, it being understood Purchaser may object to any amendments Sellers propose making to such form that are adverse to Purchase, and (ii) unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option, approves this Agreement and the terms and conditions hereof, and authorizes Sellers to consummate the transactions contemplated hereby.

“Consultation Parties” means, collectively: (i) Linklaters LLP, 1345 Avenue of the Americas, New York, NY 10105, Attn: Margot Schonholtz (margot.schonholtz@linklaters.com) and Penelope Jensen (penelope.jensen@linklaters.com); (ii) Bracewell LLP, 1251 Avenue of the Americas, 49th Floor, New York, NY, 10020-1100, Attn: Trey Wood (trey.wood@bracewell.com), Jeris Brunette (jeris.brunette@bracewell.com) and Mark Dendinger (mark.dendinger@bracewell.com); (iii) Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Attn: Damian S. Schaible (damian.schaible@davispolk.com) and Natasha Tsiouris (natasha.tsiouris@davispolk.com); (iv) FTI Consulting, Three Times Square, 9th Floor, New York, NY 10036, Attn: Sanjeev Khemlani (sanjeev.khemlani@fticonsulting.com) and Chuck Carroll (charles.carroll@fticonsulting.com); and (v) Centerview Partners, LLC, 31 West 52nd Street, New York, NY 10019, Attn: Karn S. Chopra (kchopra@centerviewpartners.com) and Johannes Preis (jpreis@centerviewpartners.com).

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“Contamination” means the presence of, emission, discharge or release of any Hazardous Material to, on, onto or into the environment.

“Contract” means any legally binding written or oral contract, lease, license, commitment, loan or credit agreement, indenture or agreement or other arrangement, obligations, promise or understanding, other than a Permit or a Benefit Plan.

“Contract Capital Amount” means, in all cases requiring calculation of such amount pursuant to this Agreement in Section 2.11 or otherwise, “Adjusted Contract Capital,” calculated as of the Measurement Time in accordance with the Transaction Accounting Principles; provided that the Contract Capital Amount shall reduce the Closing Purchase Price by no less than $24,641,805.

“Covered Loss” means all losses, Liabilities, claims, fines, deficiencies, Taxes, damages, payments (including those arising out of any settlement or Judgment relating to any Proceeding), interest, awards, assessments, obligations, penalties, fees and costs and expenses of any kind (including reasonable accountants’ and attorneys’ fees and disbursements incurred in the defense thereof).

“Cure Costs” means all monetary Liabilities, including pre-petition monetary Liabilities, of any Seller or Target Entity or any of their Affiliates that must be paid or otherwise satisfied to cure all of such Seller’s or Target Entity’s or any of their Affiliates’ monetary defaults under the Assumed Business Contracts, and any other amounts that must be paid pursuant to section 365 of the Bankruptcy Code, at the time of the assumption or assumption and assignment thereof to Purchaser or an Affiliate of Purchaser as provided hereunder, in each case as such amounts are determined by the Bankruptcy Court.

“Debt Financing Sources” shall mean each lender and each other Person that has committed to provide, arrange or act as agent in respect of, or otherwise entered into agreements in connection with, the Debt Financing, including the Debt Commitment Letters, and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto, together with each Affiliate thereof and each officer, director, employee, partner, controlling person, advisor, attorney, agent and representative of each such lender, other Person or Affiliate, and their respective successors and assigns.

“Deposit Escrow Agreements” means those certain Escrow Agreements, each dated as of the date hereof, by and among Seller Representative, Purchaser and the JPM Escrow Agent and the RBC Escrow Agent, as applicable, in each case, with respect to a Deposit Escrow Amount, a copy of each of which is attached hereto as Exhibit C.

“Dutch Shares” means all of the shares in the capital of MDRT (2), being one (1) share having a par value of one Dollar, numbered 1, amounting to one hundred percent (100%) of the issued capital of MDRT (2).

“EBITDA” means the adjusted consolidated earnings before interest, tax, depreciation and amortization of the Business and calculated in accordance with the EBITDA Principles.

“EBITDA Adjustment Amount” means, a dollar amount calculated as the amount, if any, by which EBITDA for the calendar year ended December 31, 2019 calculated based on the results of operations of the Business as applied to the 2019 Audited Additional Financial Statements, but with the calculation of EBITDA prepared and calculated in accordance with the EBITDA Principles, is less than (a) $232,055,000 multiplied by (b) 11.7. For the avoidance of doubt, if EBITDA for the calendar year ended December 31, 2019, calculated in accordance with the EBITDA Principles is greater than or equal to $232,055,000, the EBITDA Adjustment Amount shall be zero.

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“EBITDA Principles” means the principles for the calculation of EBITDA as set forth on Exhibit M.

“Emergency” means a sudden or unexpected event that causes, or poses an imminent and substantial risk of causing, (a) substantial damage to all or any portion of the assets, facilities or properties of the Business or the property of any third party, (b) imminent death or injury to any Person or (c) imminent and substantial risk of material damage to natural resources (including wildlife) or the environment.

“Entity” means any corporation, partnership of any kind, limited liability company, unlimited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture or any other entity or organization.

“Environmental Laws” means, collectively, any and all Laws and Judgments relating to Contamination or Hazardous Materials, or protection of the environment, natural resources or (with respect to exposure to Hazardous Materials) worker health and safety.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“ERISA Affiliate Liability” means any Liability of the Sellers or any of their respective Affiliates, including the Target Entities, under or in respect of any employee benefit plan pursuant to any Law that imposes Liability on a “controlled group” or similar basis (as used in Section 4001 of ERISA or Section 414 of the Code), as a result of such Seller or such Affiliate of any Seller being an ERISA Affiliate prior to the Closing Date with respect to any other Person.

“Escrow Agents” means, collectively, the JPM Escrow Agent and the RBC Escrow Agent.

“Excluded Business” means any business of, or otherwise conducted by, Sellers or their Affiliates, other than the Business.

“Excluded Business Taxes” means any Taxes imposed on Sellers or with respect to the Excluded Assets or the Retained Liabilities.

“Existing CIT Fiscal Unity” means the CIT Fiscal Unity established between MDRT as the parent company, and MDRT (2), McDermott Technology (3), B.V., CB&I Power Company B.V., Comet II B.V., CB&I Holdings B.V., Lealand Finance Company B.V., and Chicago Bridge & Iron Company B.V. as subsidiaries.

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“Existing CIT Fiscal Unity Termination Date” means the date on which the Relevant Target Entities no longer meet the statutory requirements for inclusion in the Existing CIT Fiscal Unity or such earlier date as agreed between MDRT and Purchaser and as approved in advance by the Dutch Tax Authority (Belastingdienst).

“Existing VAT Fiscal Unity” means the VAT Fiscal Unity established between certain members of the Seller’s group (other than a Target Entity) and Lummus Technology Heat Transfer B.V.

“Existing VAT Fiscal Unity Termination Date” means the Closing Date or, if later, the date on which the relevant member of the Seller’s group has notified the Dutch Tax Authority (Belastingdienst) in writing that the Existing VAT Fiscal Unity is terminated in respect of Lummus Technology Heat Transfer B.V.

“Expense Reimbursement” means the payment in full in cash of, without duplication, all documented, third-party out-of-pocket fees, costs and expenses incurred by Purchaser or its Affiliates, prior to, on or after the date hereof in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of the Transaction Documents and the Transaction, including the Chapter 11 Cases and other judicial and regulatory proceedings related to the Transaction Documents and the Transaction, up to an aggregate amount of $25,000,000, including commitment fees in connection with the Debt Financing (and any interest or ticking fee or other fees accrued or paid in connection with the Debt Financing), any fees and expenses in connection with the R&W Insurance Policy including any premiums and any deposits related thereto, and any fees, costs and expenses of any advisors, outside legal counsel, accountants, experts and consultants (including, but not limited to, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Lazard Ltd., Cyril Amarchand Mangaldas, KPMG International Cooperative, Grant Thornton LLP, Ramboll Group A/S and McKinsey & Company) retained by Purchaser or its Affiliates.

“Former Business Employee” means any former employee of any Sellers or any of their respective Subsidiaries who, as of the last day of his or her employment, was primarily providing services to the Business or was primarily dedicated to supporting the Business.

“Fraud” means (i) a false representation of a material fact, (ii) made with knowledge or belief of its falsity, (iii) with the intent of inducing the other Person to act, or refrain from acting, and (iv) upon which the other Person acted or did not act in justifiable reliance on the representation, with resulting Losses, and which shall expressly exclude constructive fraud.

“Fund Affiliate” means any portfolio company or investment fund that is an Affiliate of The Chatterjee Group or Rhône Capital V L.P.

“Funded Debt” means, of any Person, the aggregate amount of the following, without duplication: (a) the outstanding principal amount of any indebtedness for borrowed money, including all accrued but unpaid interest thereon (including all indebtedness between the Target Entities, on the one hand, and Sellers and their respective Affiliates (other than the Target Entities), on the other hand) to the extent not terminated at or prior to Closing with no Liability for such Indebtedness to Purchaser or its Affiliates (including the Target Entities); (b) all other obligations evidenced by bonds,

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debentures, notes or similar instruments of indebtedness, including all accrued but unpaid interest thereon; (c) all obligations under funded letters of credit, performance bonds, guarantees and keep-well arrangements, in each case solely to the extent drawn, in each case of such Person as of such time; (d) all obligations with respect to any interest rate or currency swaps, collars, caps and similar hedging arrangements to the extent not terminated prior to the Closing and for which the Target Entities are liable (which may only be zero or a negative number); (e) all Liabilities under receivable factoring arrangements; (f) all then-existing unsatisfied obligations for the deferred purchase price of assets or services; (g) all Liabilities arising under the Lummus Novolen Technology GmbH, Wiesbaden (Pension Plans), the Lummus Novolen Technology GmbH, Mannheim (Pension Plan 2007) and the Lummus Novolen Technology GmbH, Mannheim (Pension Plan 1996) that are classified as non-current balance sheet liabilities in accordance with GAAP, which amount shall be no less than $47,123,029; (h) the portion of any warranty reserves classified as a non-current balance sheet liability in accordance with GAAP, which amount shall be no less than $9,732,204; (i) any Indebtedness of the Sellers or their Affiliates to the extent the Target Entities are liable for such Indebtedness; (j) all Liabilities arising out of or related to any Seller Benefit Plan that is an International Benefit Plan (or portion thereof) that (A) is not a Transferred Benefit Plan set forth on Section 3.15(a) of the Seller Disclosure Schedules on the date of this Agreement and (B) is required, pursuant to Section 5.8(k)(ii), to be transferred to, or assumed by, Purchaser, a Target Entity or one of their respective Subsidiaries; (k) all Cure Costs not paid prior to Closing for which Purchaser or any of its Affiliates (including the Target Entities) is liable and (l) unpaid Income Taxes other than Pass-Through Income Taxes of the Target Entities, whether or not due and payable, with respect to taxable periods or portions thereof ending on or before the Measurement Time (which amount (A) shall be calculated as if the taxable year within the meaning of Section 957(a) of the Code ended at the close of business on the Closing Date, (B) shall disregard any election pursuant to Section 965(h) of the Code, (C) shall not take into account any offsets or reductions with respect to the carryforward to the Measurement Time of any Tax attributes (including loss carryforwards), Tax refunds or overpayments of Tax), (D) shall include any Taxes as a result of the Pre-Closing Restructuring and the Pre-Closing Reorganization, and (E) shall in no event be less than $22,700,000); provided that Funded Debt shall not include (i) trade payables, (ii) any intercompany indebtedness or other obligations solely between any Target Entities, (iii) any indebtedness incurred by any Target Entity (or Purchaser or its Affiliates and subsequently assumed by any Target Entity) in connection with the Closing from the Debt Financing Sources, (iv) any undrawn letters of credit, guarantees or surety bonds or the undrawn portion of any letters of credit, guarantees or surety bonds, (v) any obligations for leases, whether classified as capitalized leases or operating leases in accordance with GAAP, or (vi) any amount that is included in the calculation of Closing Working Capital or Leakage or described in the definition of Lease Obligations.

“GAAP” means U.S. generally accepted accounting principles consistently applied.

“Governmental Entity” means any national, federal, state, local, provincial, territorial, county, municipal, supranational or foreign government, or other political subdivision thereof, or any court of competent jurisdiction, administrative agency, department or commission or other national, federal, state, local, provincial, territorial, county, municipal, supranational or foreign governmental authority or instrumentality, or any arbitrator, legislator, judicial body, regulatory or self-regulatory authority, court, tribunal or executive or quasi-governmental board, body, bureau, authority or instrumentality.

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“Hazardous Material” means any substance, pollutant, contaminant, material or waste that is classified in any applicable Environmental Law as “hazardous,” “toxic,” “dangerous,” a “pollutant,” a “contaminant” or words of similar meaning, including asbestos, asbestos-containing materials, polychlorinated biphenyls, petroleum or petroleum products, radioactive materials and radon gas.

“HFM” means Oracle Hyperion Financial Management, the financial reporting system used by the Business.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Income Tax” means any Tax (however denominated) imposed on or measured by reference to overall net income.

“Indebtedness” means, with respect to any Person and as of any time, any of the following, without duplication: (a) all Funded Debt of such Person, (b) all letters of credit or performance bonds issued for the account of such Person and (c) all guarantees and keepwell arrangements issued by such Person, in each case as of such time.

“Independent Accounting Firm” means PricewaterhouseCoopers LLP; provided, however, that if PricewaterhouseCoopers LLP shall decline or is unable to be engaged as such, another firm of independent public accountants that Purchaser and Seller Representative select by mutual written agreement shall be engaged as the Independent Accounting Firm.

“Independent Tax Advisor” means a tax advisor or tax lawyer (a) of a reputable tax accounting firm, advisory firm or law firm that is independent of the Parties, (b) with at least ten (10) years of practicing experience and (c) that is a member of the Dutch Association of Tax Advisors (Nederlandse Orde van Belastingadviseurs) or the Dutch Association of Tax Lawyers (Nederlandse Vereniging van Advocaat-Belastingkundigen).

“Information Technology” means any tangible or digital computer systems (including computers, screens, servers, workstations, routers, hubs, switches, networks, data communications lines and hardware), databases, telecommunications systems and all other information technology equipment.

“Intellectual Property” means intellectual property and similar rights, whether protected, created or arising under the laws of the United States or any other jurisdiction anywhere in the world, whether or not registered, including (a) Patents and applications therefor, (b) copyrights and other works of authorship, including copyright registrations and applications, (c) Marks, (d) trade secrets, Know-How, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, data bases, customer lists, pricing information and other proprietary and confidential information, (e) Software, (f) other property rights and (g) moral rights.

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“International Benefit Plan” means each Benefit Plan sponsored, maintained or contributed to principally for the benefit of International Business Employees.

“International Business Employee” means each Business Employee primarily employed outside of the United States.

“Joint Written Instructions” has the meaning set forth in the Escrow Agreements.

“JPM Escrow Agent” means JPMorgan Chase Bank, N.A.

“Judgment” means any judgment, injunction, order, ruling, writ, decision, award or decree of any Governmental Entity.

“Know-How” means processes, methods, designs, formulae, technical information, trade secrets, other similar know-how and non-public information.

“Knowledge” means, with respect to Sellers, the actual knowledge of any Person listed in Section 1.1(b) of the Seller Disclosure Schedules, in each case, after reasonable inquiry of their direct reports, and with respect to Purchaser, the actual knowledge of any Person listed in Section 1.1(b) of the Purchaser Disclosure Schedules, in each case, after reasonable inquiry of their direct reports.

“Law” means any national, state, local, supranational or foreign law, statute, code, order, ordinance, rule, regulation or treaty (including any Tax treaty), in each case promulgated or ordered by a Governmental Entity.

“Lease Obligations” means a fixed, agreed amount of lease obligations, whether classified as capitalized or operating leases in accordance with GAAP in an agreed amount equal to $14,900,000.

“Leased Real Property” means, collectively, the Transferred Leased Real Property and the Target Entity Leased Real Property.

“Liabilities” means all debts, liabilities, guarantees, assurances, commitments and obligations of any kind, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including whether arising out of any Contract or tort based on negligence or strict liability, or any other theory of liability).

“Lien” means any mortgage, lien, pledge, security interest, charge, easement, purchase option, right of first refusal or offer, covenant, right of way, option, claim, exclusive license, restriction, title defect, encroachment or other survey defect or other encumbrance of any kind.

“Lien Release Letters” means, collectively, the Closing Lien Release Letters and the Other Lien Release Letters.

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“Losses” means losses, damages, liabilities, deficiencies, Taxes, interest, awards, assessments, judgments, settlements, penalties, costs and expenses, including reasonable outside attorneys’ fees, costs, but excluding punitive or exemplary damages (other than to the extent paid or payable to a third party).

“Marketing Period” means the first period of twenty (20) consecutive Business Days, starting with the first day of such period and through and ending with the last day of such period that shall begin on the date that (i) Purchaser has access to the Required Financial Information and the Required Financial Information shall be Compliant and (ii) the condition set forth in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, which conditions were, at such date, capable of being satisfied if the Closing had occurred at such time) shall be satisfied and nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 7.1 and Section 7.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such twenty (20) consecutive Business Day period; provided, that if Sellers in good faith reasonably believe that Sellers have delivered all of the Required Financial Information, the Seller Representative may deliver to Purchaser a written notice to that effect (stating when Sellers believe they completed such delivery and that such Required Financial Information is Compliant), in which case the Sellers shall be deemed to have delivered all of the Required Financial Information on the date specified in such notice unless Purchaser in good faith reasonably believes Sellers have not completed delivery of the Required Financial Information and that such Required Financial Information is not Compliant and, within seventy-two (72) hours following receipt of such notice by Purchaser, delivers a written noticed to Sellers to that effect (stating with specificity which Required Financial Information Purchaser reasonably believes Sellers have not delivered or in what manner such Required Financial Information is not Compliant). Notwithstanding anything in this definition to the contrary, (w) the Marketing Period shall not be deemed to include July 3, 2020, (x) if the Marketing Period were to commence but would not be completed in accordance with its terms on or prior to August 21, 2020, then the Marketing Period shall not commence prior to September 8, 2020, (y) the Marketing Period shall end on any earlier date prior to the expiration of the twenty (20) consecutive Business Day period described above if the Debt Financing is consummated on such earlier date and (z) the Marketing Period shall not commence or be deemed to have commenced if, after the date hereof and prior to the completion of such twenty (20) consecutive Business Day period: (1) any Seller or any Target Entity has publicly announced its intention to, or determines that it must, restate any historical financial statements or other financial information included in or that includes the Required Financial Information or any such restatement is under active consideration, in which case, the Marketing Period shall not commence or be deemed to commence unless and until such restatement has been completed and the applicable Required Financial Information has been amended and updated or any Seller or Target Entity has publicly announced or informed Purchaser that it has concluded that no restatement shall be required, (2) any Seller’s or any Target Entity’s independent accountants shall have withdrawn their audit opinion with respect to any audited financial statements contained in or that includes the Required Financial Information for which they have provided an opinion, in which case the Marketing Period shall not commence or be deemed to commence unless and until, at the earliest, a new or reinstated unqualified audit opinion is issued with respect to such audited financial statements for the applicable periods by the independent accountants or another independent public accounting firm reasonably acceptable to Purchaser, (3) any Required Financial Information would not be Compliant at any time during such twenty (20) consecutive Business Day period or otherwise ceases to meet the requirement of “Required Financial Information”, in which case the

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Marketing Period shall not commence or be deemed to commence unless and until, at the earliest, such Required Financial Information is updated or supplemented so that it is Compliant (it being understood that if any Required Financial Information provided at the commencement of the Marketing Period ceases to be Compliant during such twenty (20) consecutive Business Day period, then the Marketing Period shall be deemed not to have commenced, or (4) any Seller shall have failed to file any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, in each case to the extent such report is required to include historical financial statements or other financial information included in or that includes the Required Financial Information, required to be filed with the SEC by the date required under the Exchange Act or other applicable Laws (in each case, to the extent then applicable), in which case the Marketing Period shall not commence or be deemed to commence unless and until, at the earliest, such reports have been filed).

“Marks” means any trademark, service mark, trade dress, trade name, business name, brand name, slogan, logo, Internet domain name, or other indicia of origin, whether or not registered, including all common law rights therein, and registrations and applications for registrations thereof, and including all goodwill related thereto.

“MDRT” means McDermott Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, trade register number 70303770.

“MDRT (2)” means McDermott Technology (2), B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, trade register number 70542767.

“Measurement Time” means 11:59 pm local time on December 31, 2019.

“MII” means McDermott International, Inc.

“RBC Escrow Agent” means RBC Trust Company (Delaware) Limited.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“Organizational Documents” means, as applicable, the certificate or articles of incorporation or formation, limited liability company agreement, partnership agreement or by-laws or any equivalent or equivalent governing documents of a Person, including amendments thereto.

“ORPIC JV Payable” means, as of any time of determination, the outstanding Liability owed by Lummus Technology Heat Transfer B.V. to CB&A-CTCI B.V. (or any successor thereto) in accordance with and pursuant to that certain Settlement Agreement, by and among Lummus Technology Heat Transfer B.V., CB&I-CTCI B.V., and CB&I Nederland B.V; provided that the aggregate amount of such Liability shall in no event be less than $27,522,000.

“Other Lien Release Letters” means one or more release letters, termination statements and other instruments of release (excluding, for the avoidance of doubt, the Closing Lien Release Letters) with respect to each item of Indebtedness of Sellers or any of their respective Affiliates (other than the Target Entities) that is guaranteed by any of the Target Entities or that is secured by a Lien on any of the assets or properties of the Target Entities or any other Purchased Assets, in each case, in form and substance reasonably satisfactory to Purchaser, which letters and other instruments provide that all guarantees by, and other obligations of, the Target Entities in respect of such Indebtedness, and all Liens on the assets of the Target Entities and the other Purchased Assets securing the obligations in respect of such Indebtedness, shall be released and terminated effective concurrently with the Closing with no Liability to Purchaser or any of its Affiliates.

“Owned Intellectual Property” means (a) all Intellectual Property that is owned by a Target Entity and (b) all Transferred Intellectual Property.

“Owned Real Property” means, collectively, the Transferred Owned Real Property and the Target Entity Owned Real Property.

“Pass-Through Income Tax” means any Income Tax imposed on or with respect to the income and operations of a Pass-Through Target Entity for taxable periods ending or before the Closing Date (including the portion of a Straddle Period ending on the Closing Date).

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“Pass-Through Target Entity” means (a) any Target Entity incorporated in the United States that is treated as a pass-through entity (e.g., partnership) or disregarded entity for U.S. federal income Tax purposes, and (b) each of the Relevant Target Entities.

“Pass-Through Tax Return” means any income Tax Return filed by or with respect to any Pass-Through Target Entity or any of its Subsidiaries to the extent that the results of operations reflected on such income Tax Return are also reflected on the income Tax Returns of the Sellers or the direct and indirect (if any) owners of the Sellers.

“Patents” means patents, statutory invention registrations, inventor’s certificates and applications for any of the foregoing (including provisional applications), and all reissues, divisions, renewals, continuations, continuations-in-part, extensions and reexaminations thereof, and all foreign equivalents, all international applications and all corresponding national stage applications filed in all countries and with all Governmental Entities with respect thereto.

“Permits” means permits, approvals, authorizations, consents, licenses, registrations or certificates issued by any Governmental Entity.

“Permitted Equity Liens” means: (i) transfer restrictions arising under applicable federal or state securities Laws or the Organizational Documents of the Target Entities; or (ii) Liens incurred by or at the direction of Purchaser at the Closing in connection with the Debt Financing.

“Permitted Leakage” means (a) the payments to Sellers and their respective Affiliates pursuant to the agreements set forth on or otherwise disclosed on Section 3.22 of the Seller Disclosure Schedules, (b) compensation or bonus payments to employees or other payments made pursuant to Benefit Plans, or accruals with respect thereto, and reimbursement of business expenses and advancement of business travel expenses pursuant to the Target Entities’ expense reimbursement policy, in each case, as disclosed to Purchaser, in effect on the Measurement Time and in the ordinary course of business consistent with past practice, (c) any payment undertaken by or on behalf of any Target Entity, in each case, with Purchaser’s prior written consent (pursuant to Section 5.1) that expressly consents to such payments as “Permitted Leakage”, (d) (i) payments pursuant to intercompany work agreements and (ii) reimbursement arrangements with respect to corporate overhead allocations, shared services or other SG&A, in each case of the foregoing clauses (i) and (ii), in the ordinary course of business consistent with past practice and consistent with the costs and charges reflected in the 2019 Audited Additional Financial Statements, (e) the Pre-Closing Reorganization (except with respect to Taxes as a result of the Pre-Closing Reorganization, which, for the avoidance of doubt, shall be borne by Sellers), (f) any payments that have been repaid in full to the Target Entities prior to the Closing, and (g) solely to the extent reflected in the calculation of the Purchase Price, Target Entity Transaction Expenses.

“Permitted Liens” means the following Liens: (a) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable or that are being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established in the 2019 Audited Additional Financial Statements in accordance with GAAP; (b) mechanics’, materialmen’s, repairmen’s and other statutory Liens arising in the ordinary course of business and securing obligations incurred prior to the Closing Date that are not delinquent, that will be paid and discharged in the ordinary course of business and for which appropriate reserves have been established in the 2019 Audited Additional Financial Statements in accordance with GAAP; (c) Liens incurred or deposits made in the ordinary course of business and on a basis consistent with past practice in

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connection with workers’ compensation, unemployment insurance or other types of social security; (d) with respect to real property, (i) minor defects or imperfections of title (which, for the avoidance of doubt, do not secure payment of a sum of money); (ii) easements, declarations, covenants or rights-of-way, restrictions and similar Liens that, in each case, do not secure payment of a sum of money; (iii) zoning ordinances, variances, conditional use permits and similar regulations, permits, approvals and conditions; and (iv) Liens not created by Sellers or any of their respective Subsidiaries that affect the underlying fee interest of any leased real property, including master leases or ground leases and any set of facts that an accurate up-to-date survey would show; provided, however, that (with respect to this clause (d) only) any such item does not, individually or in the aggregate, materially interfere with the ordinary conduct of the Business or materially impair the continued use and operation of such real property for the purpose for which it is used as of the date of this Agreement or as of the Closing; (e) Liens that will be released at the Closing with no Liability to Purchaser or its Affiliates; (f) Liens incurred by or at the written direction of Purchaser at the Closing; (g) any Lien granted or incurred pursuant to an order of the Bankruptcy Court; and (h) Permitted Equity Liens.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

“Petition Date” means the date upon which Sellers file the Chapter 11 Cases in the Bankruptcy Court.

“Post-Closing Agreements” means the Shareholders Agreement, the Transition Services Agreement and the Strategic Agreement.

“Pre-Closing Reorganization” means the internal restructuring of Sellers and their respective Subsidiaries described in the Pre-Closing Reorganization Plan.

“Pre-Closing Reorganization Plan” means the transactions to be undertaken or effected by Sellers and their respective Affiliates to implement the Pre-Closing Reorganization set forth as Exhibit D to this Agreement, with such amendments or modifications that Sellers and Purchaser mutually agree in writing.

“Pre-Closing Restructuring” means the internal restructuring of Sellers and their respective Subsidiaries set forth in Exhibit P.

“Proceeding” means any judicial, administrative or arbitral action, suit or proceeding by or pending before any Governmental Entity or any non-governmental body with regulatory, oversight or arbitrational authority.

“Purchaser Disclosure Schedules” means those certain Purchaser Disclosure Schedules dated as of the date of this Agreement, provided by Purchaser to Sellers and attached hereto as Exhibit K.

“Purchaser Fundamental Representations” means those representations and warranties of Purchaser set forth in the first sentence of Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority; Execution and Delivery; Enforceability) and Section 4.7 (Brokers).

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“Purchaser Related Parties” means the Debt Financing Sources and Purchaser’s Affiliates and its and its Affiliates’ respective Representatives.

“RBC Escrow Agent” means RBC Trust Company (Delaware) Limited.

“Real Property” means, collectively, the Owned Real Property and the Leased Real Property.

“Real Property Leases” means, collectively, the Transferred Real Property Leases and the Target Entity Real Property Leases.

“Reference Working Capital” means $-13,991,903 (which, for the avoidance of doubt, is a negative number).

“Regulatory Approvals” means all Approvals from antitrust and other Governmental Entities that are (a) required under applicable Law (including Antitrust Laws) to permit the consummation of the Transaction and the other transactions contemplated by this Agreement or (b) as set forth on Section 7.1(a) of the Seller Disclosure Schedules.

“Relevant Group Companies” means the Target Entities that form part of the Existing VAT Fiscal Unity.

“Relevant Target Entities” means the Target Entities that form part of the Existing CIT Fiscal Unity on the date of this Agreement.

“Representatives” of a Person means any officer, director, incorporator, member, partner, manager or employee of such Person or any investment banker, attorney, accountant, consultant, agent or other advisor or representative of such Person.

“Reorganized McDermott” means the reorganized debtor that is the successor to or otherwise structurally replaces MII as a result of the issuance of equity to MII’s lenders and other creditors as part of the Chapter 11 Cases.

“Required Financial Information” means (a) all financial statements of the Business required by paragraph 5 of Exhibit D to the Debt Commitment Letter, (b) all information (to the extent reasonably available to Sellers) regarding the Business reasonably requested by the Purchaser to assist in the preparation of a customary pro forma unaudited consolidated balance sheet and related pro forma unaudited statement of income of the Business required by paragraph 4 of Exhibit D to the Debt Commitment Letter, and (c) all other financial statements and other pertinent and customary financial information regarding the Business of the type required by Regulation S-X and Regulation S-K under the Securities Act for a registered public offering of non-convertible debt securities on Form S-1 and required under paragraph 7 of Exhibit D to the Debt Commitment Letter, but limited to the type and form customarily included in private placements of debt securities under Rule 144A of the Securities Act, to consummate the offering(s) of non-convertible debt securities contemplated by the Debt Commitment Letter, assuming that such offering(s) were consummated at the same time during the Business’s fiscal year as such

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offering(s) of non-convertible debt securities will be made, or as otherwise required under paragraph 7 of Exhibit D to the Debt Commitment Letter in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Sellers’ independent accountants in connection with the offering(s) of non-convertible debt securities contemplated by paragraph 7 of Exhibit D to the Debt Commitment Letter, it being understood and agreed that the Required Financial Information shall not include pro forma financial information or projections, which shall be the responsibility of Purchaser (without waiver of the obligations of Sellers under Section 5.20), it being understood, in the case of each of clauses (b) and (c) above, that the Sellers need only assist in the preparation thereof, but shall not be required to prepare independently any separate pro forma financial statements.

“Required Supporting Stakeholders” means holders of at least two-thirds (66.667%) in principal amount outstanding under each of (1) the 2021 LC Agreement, (2) the Credit Agreement, (3) the Senior Notes Indenture, and (4) the Superpriority Credit Agreement (each as defined in the draft chapter 11 plan circulated by Kirkland on January 18, 2020).

“Sale Order” means the order of the Bankruptcy Court, in form and substance acceptable to Purchaser, authorizing Sellers to immediately assume this Agreement, and authorizing and approving, among other things, subject to entry of the Confirmation Order (unless Purchaser exercises the 363 Sale Option) (a) the sale of the Purchased Assets to Purchaser on the terms and conditions set forth herein, free and clear of all Liens (other than Permitted Liens) and Excluded Liabilities, including, for the avoidance of doubt, any successor liability, to the maximum extent permitted by the Bankruptcy Code, and (b) the assumption and assignment of the Assumed Business Contracts and the Assumed Liabilities by and to Purchaser, it being understood that the Sale Order in substantially the form attached hereto as Exhibit Q will be deemed satisfactory to Purchaser.

“Sanctioned Country” means any country or territory that is, or whose government is, the target or comprehensive sanctions imposed by the United States, Canada, the European Union, or the United Kingdom.

“Sanctioned Person” means any Person that appears on any list of sanctioned Persons issued by, or is otherwise the target of sanctions issued or imposed by, the United States, Canada, the European Union, or the United Kingdom.

“Seller Benefit Plan” means any Benefit Plan other than a Transferred Benefit Plan.

“Seller Disclosure Schedules” means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Sellers to Purchaser and attached hereto as Exhibit K.

“Seller Marks” means the Marks of each Seller or any of its Affiliates (excluding the Target Entities), including the “MCDERMOTT,” “CHICAGO BRIDGE & IRON” and “CB&I” Marks, and any variations or derivatives thereof, either alone or in combination with other words.

“Sellers” means, collectively, (i) McDermott Technology (US), Inc., a Delaware corporation, (ii) McDermott Technology (Americas), Inc., a Delaware corporation, (iii) MDRT, and (iv) J. Ray Holdings, Inc., a Delaware corporation.

“Sellers Fundamental Representations” means those representations and warranties of Sellers set forth in the first sentence of Section 3.1 (Organization, Standing and Power), Sections 3.2(a), 3.2(b), 3.2(c) and the third and fourth sentences of Section 3.2(e) (Target Entities), Section 3.3 (Authority; Execution and Delivery; Enforceability) and Section 3.17 (Brokers).

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“Software” means computer software programs, whether in source code or object code form, and related documentation and user manuals.

“Solvent” means, with respect to any particular Person, that (i) the fair saleable value (determined on a going concern basis) of the assets of such Person will be greater than the total amount of its Liabilities; (ii) such Person will be able to pay its debts and obligations in the ordinary course of business as they become due; and (iii) such Person satisfies statutory requirements with respect to solvency, maintaining adequate capital and similar requirements.

“Specified Purchased Assets” has the meaning set forth in Section 1.1(f) of the Seller Disclosure Schedules.

“Stalking Horse Protections” means the Expense Reimbursement and the Break-Up Fee.

“Straddle Period” means (a) with respect to Pass-Through Income Taxes, any taxable period that includes, but does not end on, the Closing Date and (b) with respect to Taxes that are not Pass-Through Income Taxes, any taxable period that includes, but does not end at, the Measurement Time.

“Subsidiary” means with respect to any Person, any corporation, limited liability company or other Entity, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (b) such first Person is a general partner, managing member or similar capacity; provided that no Purchased Venture shall be deemed to be a Subsidiary of any Seller unless such Seller otherwise controls the Purchased Venture. For purposes of this Agreement, from and after the Closing, assuming the transfer of the Purchased Entity Shares as contemplated hereby, no Target Entity shall be deemed to be a Subsidiary of any Seller. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

“Successful Bidder” has the meaning set forth in the Bidding Procedures.

“Surviving Intercompany Arrangements” means (a) any Contract set forth on Section 1.1(g) of the Seller Disclosure Schedules and (b) any additional Contracts, including new Contracts arising between the date of this Agreement and the Closing, to the extent mutually designated in writing by Sellers and Purchaser prior to the Closing as a Surviving Intercompany Arrangement.

“Tangible Personal Property” means machinery, equipment, hardware, furniture, fixtures, tools and other tangible personal property that are, in each case, primarily related to the Business as conducted by Sellers and their respective Subsidiaries during the twelve (12)-month period immediately prior to the date hereof or the twelve (12)-month period immediately prior to the Closing, it being understood that Tangible Personal Property shall not include any Intellectual Property or Information Technology.

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“Target Dedicated Employee” means any employee of any Seller or any of its Subsidiaries other than a Target Entity who primarily provides services to the Business, or who is primarily dedicated to supporting the Business, immediately prior to the Closing (including any such employee who is on sick leave, military leave, vacation, holiday, short-term or long-term disability or other similar leave of absence).

“Target Entities” means, collectively, the Purchased Entities and the Purchased Ventures.

“Target Entity Employee” means any individual who is employed by a Target Entity immediately prior to the Closing (including any such employee who is on sick leave, military leave, vacation, holiday, short-term or long-term disability or other similar leave of absence).

“Target Entity Leased Real Property” means the real property leased, subleased, licensed or sublicensed by the Target Entities.

“Target Entity Owned Real Property” means the real property owned in fee or its equivalent by the Target Entities.

“Target Entity Real Property Lease” means the lease, sublease, license or sublicense under which the Target Entities lease, sublease, or otherwise occupy the Target Entity Leased Real Property.

“Target Entity Transaction Expenses” means the amount of Transaction Expenses incurred at or prior to the Closing by or on behalf of, or reimbursable by, the Target Entities, including the Transaction Expenses that are allocated to the Target Entities in accordance with Section 2.21; provided that the first $10,000,000 of Target Entity Transaction Expenses (including any retention or similar payment obligation, or bonuses to management) shall be borne by Purchaser as part of the Final Purchase Price.

“Tax” means (i) any tax of any kind imposed by a Taxing Authority, including any federal, state, local, foreign or other income, franchise, estimated, sales, use, ad valorem, receipts, value added, goods and services, profits, license, branch, withholding, payroll, employment, unemployment, compensation, utility, production, premium, windfall profits, escheat, excise, severance, premium, real or personal property, net worth, capital gains, transfer, stamp, capital stock, documentary, social security (or similar), environmental, alternative or add-on minimum, occupation, customs duties, levies, fees, imposts and any other assessment or governmental charge in the nature of a tax, together with all interest, penalties and additions, whether disputed or not, with respect to such amounts imposed by any Taxing Authority; and (ii) any and all liability for the payment of any items described in clause (i) above as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or aggregate group (or being included (or being required to be included) in any Tax Return related to such group), including pursuant to Treasury Regulations Section 1.1502-6 (or comparable provision of state, local or non-U.S. Tax law).

“Tax Claim” means any notice, demand, assessment, letter or other document by or on behalf of any Taxing Authority resulting in a Tax Liability of any of the Target Entities.

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“Tax Facility” means any facility under any applicable Tax Law, as a result of which a deferral or exemption from a Tax Liability is or becomes available in respect of any event or transaction that would have given rise to a Tax Liability for Target Entities, but for the availability of such facility.

“Tax Indemnity” means the tax indemnities included in Section 6.2.

“Tax Proceeding” means any audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority.

“Tax Return” means any return, declaration, report, claim for refund, election, disclosure, estimate or information return or statement filed or required to be filed with any Taxing Authority relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.

“Taxing Authority” means any Governmental Entity responsible for the administration or the imposition of any Tax.

“TCA” means the Dutch Tax Collection Act (Invorderingswet 1990).

“Ticking Fee” means, as determined on the Closing Date, a fee equal to $10,833,333.33 per month starting on January 1, 2020 and continuing until the Closing Date, pro rated for any partial month; provided that in no event shall the aggregate Ticking Fee be in excess of $65 million.

“Trade Law” means any Law governing exports, imports, and sanctions, including any export, import, or sanctions Law of the United States.

“Transaction Documents” means this Agreement, the Post-Closing Agreements, the Assignment and Assumption Agreement and Bill of Sale, the Foreign Closing Documents and the Warranty Deeds, and any other documents or agreements entered into by the Parties or their respective Affiliates or Subsidiaries in connection with the Transaction.

“Transaction Expenses” means, without duplication, all reasonable, documented, third-party out-of-pocket fees, costs and expenses incurred at or prior to the Closing by or on behalf of, or reimbursable by, Sellers or any of their respective Affiliates (including the Target Entities), arising from or in connection with the process by which Sellers and their Affiliates solicited, discussed and negotiated strategic alternatives with respect to the Business or this Agreement, each Transaction Document and any transaction contemplated hereby or thereby (including the Transaction), including the negotiation, performance or consummation thereof, including (a) fees and expenses of counsel, advisors, consultants, brokers, finders, accountants, and experts, in each case, for which a Target Entity or a Seller may be liable or responsible therefor; (b) any fees, costs and expenses incurred in connection with the soliciting or obtaining of the Non-Regulatory Approvals; and (c) any amounts payable by Sellers or any of their Affiliates (including the Target Entities) to any current or former director, officer, service provider or employee related to the consummation of the transactions contemplated by this Agreement, including severance, retention, change of control and similar payment obligations or bonuses (including any payments pursuant to the retention arrangement set forth on Section 1.1(h) of the Seller Disclosure Schedules), plus any related payroll Taxes attributable to such payment, that, in each case, are unpaid as of immediately prior to the Closing and, in each case, for which a Target Entity may be liable or responsible therefor; provided that,

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in no event shall “Transaction Expenses” include any fees, costs or expenses (i) incurred in acquiring or otherwise in respect of the R&W Insurance Policy, (ii) related to any financing activities of Purchaser or any of its Affiliates in connection with the transaction contemplated hereby or (iii) solely to the extent included in the Final Purchase Price, that otherwise constitute Funded Debt, Permitted Leakage or Leakage.

“Transfer Regulations” means any Law implementing Council Directive 77/187/EEC as amended by Council Directive 90/50/EC and any legislation in any jurisdiction which provides for the automatic transfer of employment in the event of a transfer of a business or services.

“Transferred Benefit Plan” means (a) any Benefit Plan solely sponsored, maintained or contributed by, or for, any Target Entity, or (b) any Benefit Plan that is exclusively sponsored, maintained for, or entered into with, one or more Business Employees.

“Transferred Leased Real Property” means the real property leased, subleased, licensed, or sublicensed by Sellers and primarily used in the conduct of the Business.

“Transferred Owned Real Property” means the real property owed in fee or its equivalent by Sellers and primarily used in the conduct of the Business.

“Transferred Permits” means the Business Permits and Environmental Permits, in each case that are primarily related to the Business as conducted in the twelve (12)-month period immediately prior to the date hereof or the twelve (12)-month period immediately prior to the Closing or for use or ownership of the Purchased Assets as used or owned in the twelve (12)-month period immediately prior to the date hereof or the twelve (12)-month period immediately prior to the Closing.

“Transferred Real Property Lease” means the lease, sublease, license, or sublicense under which the applicable Seller leases, subleases, licenses, or sublicenses the Leased Real Property.

“VAT” means (a) within the European Union, such Tax as may be levied in accordance with (but subject to derogations from) European Directive 2006/112/EC and (b) outside the European Union, any Tax levied by reference to added value, sales or consumption.

“VAT Fiscal Unity” means a fiscal unity (fiscale eenheid) pursuant to section 7(4) of the Dutch Value Added Tax Act (Wet op de omzetbelasting 1968).

“Willful Breach” means a material breach of this Agreement that is a consequence of an intentional act or intentional failure to act with the actual knowledge that the taking of the act or failure to act would result in a material breach of this Agreement.

“Working Capital” means, as of any time and without double counting, the net working capital of the Business as of such time, calculated by subtracting (a) the sum of the amounts as of such time for those current liability line items and those general ledger accounts (and only such line items and accounts) shown on the Sample Closing Statement for the Business, from (b) the sum of the amounts as of such time for those current asset line items and general ledger accounts (and only such line items and accounts) shown on the Sample Closing Statement for the Business, in each case determined in accordance with the Transaction Accounting Principles; provided,

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however, that in no event shall “Working Capital” include any amount included in the Closing Cash Amount, Closing Funded Debt, the Contract Capital Amount or any amounts for Income Taxes or deferred Tax assets and liabilities, and all such amounts shall be adjusted, if necessary, to exclude all amounts to the extent related to any Excluded Assets or Retained Liabilities.

Section 1.2 Other Defined Terms. In addition, the following terms shall have the meanings ascribed to them in the corresponding section of this Agreement:

Term	Section
2017–2018 Audited Additional Financial Statements	5.18(a)
2019 Audited Additional Financial Statements	5.18(a)
363 Sale Notice	2.20
363 Sale Option	2.20
403 Statement	5.24
Affiliate Transaction	3.21
Agreement	Preamble
Allocation	2.12(c)
Antitrust Laws	3.4
Approvals	2.13(a)
Assignment and Assumption Agreement and Bill of Sale	2.10(a)(vi)
Assignment and Conveyance Agreement	2.10(a)(v)
Assumed Contracts	5.21
Assumed Liabilities	2.7
Back-Up Bidder	5.20(b)
Baker Botts	9.14(a)
Bankruptcy Code	Recitals
Base Purchase Price	2.2
Binder Agreement	5.23(a)
Business Covered Person	5.14(a)
Business Permits	3.12(c)
CFIUS Notice	5.2(a)
Chapter 11 Cases	Recitals
Claim Notice	9.1(d)(i)
Closing	2.4
Closing Date	2.4
Closing Statement	2.11(b)
Commitment Letters	4.6
Competing Business	5.14(c)(i)
Confidentiality Agreement	5.3(a)
Debt Commitment Letters	4.6
Debt Financing	4.6
Deposit Escrow Amount	2.3(a)
Dispute Notice	9.1(d)(ii)
Disputed Items	2.11(d)
Dutch Deed of Transfer	2.10(a)(ix)

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Term	Section
Dutch Pension Plan	5.8(k)
Environmental Permits	3.13(b)
Equity Commitment Letters	4.6
Equity Financing	4.6
Equity Investors	4.6
Escrow Account	2.3(b)
Estimated Adjustment Amount	2.11(b)
Estimated Closing Cash Amounts	2.11(b)
Estimated Closing Funded Debt	2.11(b)
Estimated Contract Capital Amount	2.11(b)
Estimated EBITDA Adjustment Amount	2.11(b)
Estimated Leakage	2.11(b)
Estimated Target Entity Transaction Expenses	2.11(b)
Excluded Assets	2.6
Excluded Matters	9.1(b)
Fee Letters	4.6
Final Determination	2.12(c)
Final Purchase Price	2.11(f)
Financing	4.6
Foreign Acquisition Agreements	2.14
Foreign Closing Documents	2.10(b)(vii)
Guarantees	5.9
Indemnified Party	9.1(d)(i)
Indemnifying Party	9.1(d)(i)
Intercompany Arrangements	3.16
Inventory	2.5(h)
IP Contracts	3.9(c)
Key Employee	5.14(a)
Kirkland	9.14(a)
Lummus Consultants	2.19
Master Service Agreement	5.26
Material Contracts	3.11(a)
Non-Assignable Assets	2.13(a)
Nonparty Affiliate	9.16
Non-Regulatory Approvals	2.13(b)
Notice of Objection	6.14(a)
Opening Balance Sheet	6.10(b)
Outside Date	8.1(g)
Parties	Preamble
Party	Preamble
PII	3.9(e)
Post-Closing Statement	2.11(c)
Privacy Policy	3.9(g)
Purchase Price	2.2
Purchase Price Escrow Agreement	2.3(b)
Purchased Assets	2.5

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Term	Section
Purchased Entities	2.5(a)
Purchased Entity	2.5(a)
Purchased Entity Shares	2.5(a)
Purchased Insurance Proceeds	2.5(p)
Purchased Venture	2.5(a)
Purchased Venture Equity Interests	2.5(a)
Purchased Ventures	2.5(a)
Purchaser	Preamble
Purchaser 401(k) Plan	5.8(h)
Purchaser FSA Plans	5.8(j)
Purchaser Indemnified Person	9.1(b)
Purchaser Material Adverse Effect	4.1
Purchaser Shared Contract	2.13(d)
Purchaser Specified Allocation	2.12(a)
Purchaser’s Allocation	2.12(b)
R&W Insurance Policy	5.23(a)
Registered IP	3.9(a)
Repaid Clawback Amount	5.8(o)
Required Payment Amount	4.6
Restricted Activities	5.14(c)
Retained Claims	2.6(o)
Retained Contracts	2.6(d)
Retained Liabilities	2.8
Retained Stake Interest	Recitals
Retained Stake Option	Recitals
Rollover Value	2.9(b)
Sample Closing Statement	2.11(a)
SEC	5.3(b)
Securities Act	4.8
Seller 401(k) Plans	5.8(h)
Seller Covered Person	5.14(b)
Seller FSA Plans	5.8(j)
Seller Representative	9.17(a)
Seller Specified Notice	2.12(a)
Seller’s Allocation Notice	2.12(b)
Sellers Sufficiency Representations	7.2(a)
Shared Contract	2.13(d)
Shareholders Agreement	2.9(a)
Significant Customer	3.18
Significant Supplier	3.19
Specified Allocation	2.12(a)
Strategic Agreement	2.10(a)(vii)
Tax Indemnified Purchaser Parties	6.2
Tax Indemnified Purchaser Party	6.2
Transaction	Recitals

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Term	Section
Transaction Accounting Principles	2.11(a)
Transfer Taxes	6.12
Transferred Books and Records	2.5(o)
Transferred Business Employee	5.8(b)(i)
Transferred FSA Balances	5.8(j)
Transferred Intellectual Property	2.5(c)
Transferred International Business Employees	5.8(m)
Transition Period	5.10(b)
Transition Services Agreement	2.10(a)(iv)
WARN Act	3.15(k)
Warranty Deed	2.10(b)(xii)

ARTICLE II

PURCHASE AND SALE; CLOSING

Section 2.1 Purchase and Sale. Subject to the entry of the Bidding Procedures Order, the Sale Order, the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option) and any other orders necessary to consummate the Transaction, and the terms and conditions of this Agreement, the Sale Order and the Confirmation Order (if applicable), at the Closing, each Seller shall (and shall cause its applicable Affiliates to) sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from such Seller, all of such Seller’s right, title and interest in and to the Purchased Assets (it being understood that the transfer of the Purchased Entity Shares and Purchased Venture Equity Interests held by any other Target Entity will constitute the transfer of any Purchased Assets owned by a Target Entity and an assumption of the Assumed Liabilities, and such Purchased Assets shall not be separately transferred other than as required by applicable Law), free and clear of Liens other than Permitted Equity Liens (in the case of the Purchased Entity Shares and the Purchased Venture Equity Interests), Permitted Liens (in the case of all other Purchased Assets) or as otherwise set forth in the Sale Order or the Confirmation Order (as applicable); provided that, solely with respect to the Dutch Shares, Sellers, as applicable, hereby sell to Purchaser and Purchaser hereby purchases such Dutch Shares, subject to the entry of the Bidding Procedures Order, the Sale Order, the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option), and any other orders necessary to consummate the Transaction, and the terms and conditions of this Agreement, the Sale Order and the Confirmation Order (if applicable).

Section 2.2 Purchase Price. In consideration for the Purchased Assets and the other obligations of Sellers pursuant to this Agreement, at the Closing, Purchaser shall (i) pay to Sellers (or to such Affiliate(s) of Sellers as Seller Representative may designate in writing at least three (3) Business Days prior to the Closing) (and Sellers (or such Affiliate(s)) shall receive such amount on behalf of and for the benefit of Sellers) an aggregate of two billion seven hundred twenty-five million Dollars ($2,725,000,000) in cash (the “Base Purchase Price”), as adjusted in accordance with Section 2.11 (the Base Purchase Price, as so adjusted, the “Purchase Price”) and as delivered and adjusted in the manner set forth in Section 2.10(a)(i); and (ii) assume the Assumed Liabilities.

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Section 2.3 Escrow Amounts.

(a) On the date of this Agreement, Purchaser shall deposit or cause to be deposited in cash with (i) the JPM Escrow Agent, an amount of $43,000,000, and (ii) the RBC Escrow Agent, an amount of $57,000,000 (such aggregate amount, the “Deposit Escrow Amount”), in each case by wire transfer in immediately available Dollars to such account as directed by the relevant Escrow Agent. The Deposit Escrow Amount shall be held by the Escrow Agents pursuant to the relevant Escrow Agreement until distributed to the applicable Parties as provided herein. If the Closing occurs, (a) the Deposit Escrow Amount shall be credited towards the Purchase Price payable by Purchaser to Sellers as provided by Section 2.10(a)(i) and (b) Purchaser and Seller Representative shall direct the Escrow Agents to distribute the Deposit Escrow Amount to Sellers in accordance with Section 2.10(a)(xii) and Section 2.10(b)(xv), respectively. If this Agreement is terminated as expressly contemplated by Section 8.2(b), then the Deposit Escrow Amount shall be distributed in accordance with Section 8.2(b). In the event Purchaser is the Successful Bidder (if the Auction is not held), no later than five (5) Business Days following the conclusion of the Auction or otherwise being designated as the Successful Bidder, Purchaser shall deposit or cause to be deposited with (i) the JPM Escrow Agent, an amount of $43,000,000, and (ii) the RBC Escrow Agent, an amount of $57,000,000 (which aggregate amount shall, once deposited, be included as part of the “Deposit Escrow Amount” for purposes of this Agreement and the Deposit Escrow Agreements), in each case by wire transfer in immediately available Dollars to such account as directed by the relevant Escrow Agent. The Deposit Escrow Amount shall be held by the Escrow Agents in accordance with the terms of this Agreement and the relevant Deposit Escrow Agreement.

(b) At the Closing, Purchaser shall deposit, or cause to be deposited, with the JPM Escrow Agent, an amount of $25,000,000 (such aggregate amount, the “Purchase Price Escrow Amount”), in cash in the by wire transfer of immediately available funds to accounts designated in writing by the JPM Escrow Agent no fewer than two (2) Business Days prior to the Closing Date (the “Escrow Account”). The Escrow Account shall be used to satisfy any amounts owed to Purchaser pursuant to Section 2.11(g). Any funds in the Escrow Account not so used shall be distributed to Sellers in accordance with escrow agreements containing substantially similar terms to the Deposit Escrow Agreements with the JPM Escrow Agent (the “Purchase Price Escrow Agreement”). In the event of a conflict between the Purchase Price Escrow Agreement and this Agreement, the terms of this Agreement shall govern.

Section 2.4 Closing Date. The closing of the Transaction (the “Closing”) shall take place at 9:00 a.m., Houston, Texas time, at the Houston, Texas offices of Kirkland & Ellis, LLP, on the third (3rd) Business Day following the date on which the last of the conditions set forth in Article VII (other than those conditions that are to be satisfied by action taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) have been satisfied (or, to the extent permitted hereunder, waived in writing by the Party entitled to the benefits thereof) or at such other place, time and date as may be agreed between Seller Representative and Purchaser in writing; provided that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that are to be satisfied by action taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), Purchaser shall not be required to effect the Closing until the earlier of (a) any Business Day during the Marketing Period specified by Purchaser on not less than three (3)

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Business Days’ notice to the Seller Representative, and (b) the third (3^rd) Business Day immediately following the final day of the Marketing Period (subject, in the case of each of clause (a) and (b), to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso (other than those conditions that are to be satisfied by action taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” Unless the Parties otherwise agree in writing, the Closing shall be deemed to occur at 11:59 p.m. local time in each applicable jurisdiction on the Closing Date.

Section 2.5 Purchased Assets. “Purchased Assets” means all of the assets of the Sellers and the Target Entities primarily used or held for use or otherwise primarily relating to the Business, wherever located and of every type, including Sellers’ right, title and interest as of the Closing in the following, less and except the Excluded Assets:

(a) (i) One hundred percent (100%) of the equity interests (the “Purchased Entity Shares”) in each of the entities listed in Section 2.5(a)(i) of the Seller Disclosure Schedules (as such schedule may be amended by the Parties upon their mutual written consent after the date hereof and prior to the Closing to add additional entities to hold any of the other Purchased Assets) (each, a “Purchased Entity,” and, collectively, the “Purchased Entities”), which Purchased Entity Shares may, for the avoidance of doubt, be the equity interests of the Purchased Entities as such entities are reorganized pursuant to the Confirmation Order and section 1141 of the Bankruptcy Code, and (ii) the issued and outstanding equity interests (the “Purchased Venture Equity Interests”) held by Sellers or any of their Subsidiaries in each of the entities listed on Section 2.5(a)(ii) of the Seller Disclosure Schedules (each, a “Purchased Venture” and, collectively, the “Purchased Ventures”));

(b) All Assumed Business Contracts (it being agreed that any such Contracts that are Shared Contracts shall be governed by Section 2.13(d));

(c) The Intellectual Property that is primarily related to, or primarily used or held for use in, the operation of the Business as conducted by Sellers and their respective Subsidiaries as of immediately prior to the date hereof and the Closing, including the Intellectual Property listed in Section 2.5(c) of the Seller Disclosure Schedules (the “Transferred Intellectual Property”);

(d) The Transferred Owned Real Property and the Transferred Real Property Leases;

(e) Any and all Tangible Personal Property and interests therein owned;

(f) Any and all Information Technology and interests therein that are primarily related to, or primarily used in, the Business as conducted by Sellers and their respective Subsidiaries as of the date hereof and as of the Closing;

(g) Any and all rights to any credits, prepaid expenses and security deposits of the Business or otherwise arising out of or primarily relating to the Assumed Business Contracts, Real Property Leases or Purchased Assets;

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(h) Any and all raw materials, work-in-process, finished goods, supplies and other inventories primarily related to, or primarily used or held for use in, the Business, including any such raw materials, work-in-process, finished goods, supplies and other inventories (i) being held by customers of the Business pursuant to consignment arrangements, (ii) being held by suppliers of the Business under tolling or similar arrangements or (iii) treated as current assets in the calculation of Working Capital (collectively, the “Inventory”);

(i) All the Transferred Permits, subject to Section 2.13;

(j) Any and all goodwill primarily related to the Business;

(k) Any and all Accounts Receivable of the Business to the extent included in the final calculation of Closing Working Capital or would be included in the final calculation of Closing Working Capital if the Measurement Time were deemed to be the moment immediately prior to the Closing;

(l) Any and all claims, demands, causes of action, defenses and rights of offset or counterclaim, right of recovery, bankruptcy claims or proofs of claims or settlement agreements (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or relating to the Business, the Purchased Assets or the Assumed Liabilities (including all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of any Seller or Target Entity in relation to any of the Purchased Assets) and the right to retain all proceeds and monies therefrom, other than any Retained Claim;

(m) Any and all Transferred Benefit Plans and any and all assets, trust agreements or any other funding and administrative Contracts related to the Transferred Benefit Plans;

(n) Cash Amounts included in the final calculation of the Closing Cash Amounts;

(o) Originals or, to the extent originals are not available, copies of all documents, instruments, papers, books, records, books of account, files (including sales and business files), data (including customer and supplier lists, repair and performance records, property records, contract records, and manufacturing, test and design records), drawings, catalogs, brochures, sales literature, promotional materials, certificates, environmental documents, records and files (other than with respect to any Seller Benefit Plan) pertaining to the Business Employees and the Former Business Employees (to the fullest extent permitted by applicable Law), certificates and other accounting, financial and business records and documents, including (to the extent primarily related to the Business) all Tax Returns and other books and records related to Taxes, in each case, whether maintained in electronic or physical form, and in each case, in the possession or control of Sellers and primarily used or held for use in the Business (the “Transferred Books and Records”); provided that, with respect to any such books and records that are Purchased Assets pursuant to this clause (o), Sellers shall be permitted to keep (i) copies of such books, records and other materials to the extent required to demonstrate compliance with applicable Law or pursuant to bona fide internal compliance procedures or that are necessary in connection with

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financial statement preparation or procedures of Sellers and their respective Affiliates, (ii) copies of such books, records and other materials to the extent related to any Excluded Assets or Sellers’ and their respective Affiliates’ Retained Liabilities, and (iii) such books, records and other materials in the form of so-called “back-up” electronic tapes in the ordinary course of business consistent with past practice. With respect to any books and records related to any Contract with a third party (or work to be performed under any such Contract or potential Contract), the Transferred Books and Records shall include only the books and records, or portions of such books and records, that primarily relate to the Business and copies of the books and records, or portions of such books and records, that otherwise relate to the Business, and the remainder of such books and records shall be Excluded Assets;

(p) Any and all (i) insurance policies (other than insurance policies related to, or maintained in connection with, any Seller Benefit Plan) to the extent primarily related to the Business and all rights of Sellers and the Target Entities thereunder and all rights to insurance (and the proceeds therefrom) if and only if set forth on Section 2.5(p) of the Seller Disclosure Schedules and (ii) rights to all net insurance proceeds actually received (without deduction for any payments Seller or its Affiliates is obligated to make to a third-party insurer in connection with self-insurance or co-insurance from Seller or its Affiliates, other than the deductible of the Business as of the date of this Agreement) from third parties by Seller or any of its Affiliates under any insurance policy written prior to the Closing with respect to (A) the Purchased Assets prior to the Closing (other than such proceeds to the extent used to purchase replacement assets that are included in the Purchased Assets) or (B) any Assumed Liabilities (the “Purchased Insurance Proceeds”);

(q) Any and all confidentiality agreements entered into by any Seller respecting a sale of the Business in connection with the Transaction or that primarily relate to the Business, the Purchased Assets or the Assumed Liabilities (and not the Excluded Assets or Retained Liabilities), solely to the extent of any and all of Sellers’ rights to enforce any provision thereof and of any confidentiality agreements entered into by any Seller or any of their Affiliates that relate to the Business against the counterparties thereto and any claims thereunder; and

(r) All other assets, properties, Contracts, rights and claims (i) primarily used or held for use or otherwise primarily relating to the Business or the Target Entities or (ii) reflected in the 2019 Audited Additional Financial Statements (other than those assets, properties, Contracts, rights and claims that (1) have been sold, transferred or otherwise disposed of in compliance with the covenant set forth in Section 5.1(b)(iv)(C), applied as if such covenant were in effect from and after the Measurement Time or (2) have become obsolete in the ordinary course of business (or with respect to rights under Contracts, excluding Contracts that have expired or terminated in accordance with their terms), in each case since the date of the 2019 Audited Additional Financial Statements).

The Parties acknowledge and agree that a single asset may fall within more than one of clauses (a) through (r) in this Section 2.5; such fact does not imply that (i) such asset shall be transferred more than once or (ii) any duplication of such asset is required.

Section 2.6 Excluded Assets. Anything to the contrary contained in this Agreement notwithstanding, the Parties expressly understand and agree that the following rights, properties and assets of Sellers (collectively, the “Excluded Assets”), shall be retained by Sellers, and shall be excluded from the Purchased Assets and Sellers shall not grant, assign, transfer or convey to Purchaser:

(a) Except as expressly included in Section 2.5(m) and as set forth in Section 5.8, any and all Seller Benefit Plans, and any and all assets, trust agreements or any other funding and administrative Contracts related to the Seller Benefit Plans;

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(b) Any and all Intellectual Property, other than the Transferred Intellectual Property, including all Know-How and other Intellectual Property of Sellers (not including the Target Entities) that was (i) transferred to Lummus Technology LLC and its Affiliates pursuant to (A) the Transfer of Proprietary Rights Agreement dated May 10, 2018 between Lummus Technology LLC and J. Ray Holdings Inc., (B) the Transfer of Proprietary Rights Agreement dated May 10, 2018 between McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and Chicago Bridge & Iron Company and (C) the Transfer of Proprietary Rights Agreement dated May 10, 2018 between Lummus Technology LLC, McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and (ii) transferred back to Sellers on December 30, 2019;

(c) Any and all licenses to or of Intellectual Property rights, other than any such licenses included in the Assumed Business Contracts;

(d) Subject to Section 2.13, the Contracts set forth on Section 2.6(d) (the “Retained Contracts”);

(e) Except as expressly included in Section 2.5(d) or Section 3.10(b), any and all owned and leased real property and other interests in real property;

(f) Except as expressly included in Section 2.5(e), any and all Tangible Personal Property;

(g) Any and all refunds (whether by way of refund, credit, rebate, offset, or otherwise) or credits attributable to Excluded Business Taxes, except to the extent included as a current asset in the final calculation of Working Capital;

(h) All books and records other than the Transferred Books and Records;

(i) All causes of action and claims under chapter 5 of the Bankruptcy Code;

(j) Tax Returns and other books and records related to Taxes paid or payable by Sellers or any of their respective Affiliates and not primarily related to Taxes of the Target Entities, the Purchased Assets, Assumed Liabilities or the Business;

(k) Except as set forth in Section 2.5(n), any and all Cash Amounts;

(l) Except as included in Section 2.5(f), Any and all Information Technology of the Sellers;

(m) Except as included in Section 2.5(p) and subject to Section 5.11, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing;

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(n) Subject to Section 2.13, any and all Business Permits and Environmental Permits, other than the Transferred Permits;

(o) Except as set forth in Section 2.5(l), any and all claims, causes of action, defenses and rights of offset or counterclaim, or settlement agreements (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or related to the Excluded Assets or Retained Liabilities (including all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of any Seller, a Target Entity or any of their respective Affiliates to the extent primarily related to any Excluded Assets), and the right to retain all proceeds and monies therefrom (collectively, the “Retained Claims”);

(p) The equity of (i) NET Power, LLC and (ii) McDermott Engineering and Construction Nigeria;

(q) Any and all assets expressly set forth in Section 2.6(q) of the Seller Disclosure Schedules; and

(r) Except as set forth in Section 2.5(p), (i) all attorney-client privilege and attorney work-product protection of Sellers or associated with the Business arising with respect to legal counsel representation of Sellers or its Affiliates or the Business in connection with the transactions contemplated by this Agreement or any of the Transaction Documents, (ii) all documents subject to the attorney-client privilege or work-product protection described in clause (i) of this paragraph and (iii) all documents maintained by Sellers in connection with the transactions contemplated by this Agreement or any of the Transaction Documents.

The Parties acknowledge and agree that neither Purchaser nor any of its Subsidiaries will acquire or be permitted to retain any direct or indirect right, title and interest in any Excluded Assets except as otherwise agreed in writing by the Parties.

Section 2.7 Assumed Liabilities. Subject to the terms and conditions of this Agreement, from and after the Closing, Purchaser shall assume and hereby agrees to pay, discharge and perform the following Liabilities and only the following Liabilities (the “Assumed Liabilities”) of Sellers and the Target Entities:

(a) Subject to Section 2.13, any and all Liabilities relating to or arising out of the Assumed Business Contracts (it being agreed that any Liabilities relating to or arising out of any such Contracts that are Shared Contracts shall be governed by Section 2.13(d));

(b) Any and all Accounts Payable of the Business that arise out of or relate to the Business without limiting adjustments resulting from the final calculation of Closing Working Capital in accordance with this Agreement;

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(c) Any and all Liabilities with respect to any return, repair, warranty or any other Liabilities to the extent arising from or relating to products and services of the Business that were designed, manufactured, serviced or sold on, prior to or after the Closing Date or that were held in the Inventory as of the Closing Date without limiting adjustments resulting from the final calculation of Closing Working Capital or Closing Funded Debt in accordance with this Agreement;

(d) Except for any Liabilities expressly retained by Sellers pursuant to Section 5.8, any and all Liabilities (i) in respect of Business Employees to the extent included in the final calculation of Closing Working Capital and, solely to the extent set forth on Section 2.7(e) the Seller Disclosure Schedules, Former Business Employees, whether arising prior to, at or after the Closing, other than the Retained Liabilities set forth in Section 2.8(d); (ii) assumed by Purchaser pursuant to Section 5.8, or (iii) relating to or arising out of the Transferred Benefit Plans; and

(e) Except as set forth in Section 2.8, any and all Liabilities of the Target Entities to the extent arising out of the Business or the Purchased Assets, whether accruing prior to, on or after the Closing Date, and in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise; provided that, for any Liabilities required to be set forth on a balance sheet under GAAP, only such Liabilities provided for or otherwise reflected on the 2019 Audited Additional Financial Statements or incurred after the Measurement Time.

The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (e) in this Section 2.7, but Sellers shall not transfer such Liability more than once. The fact that a Liability may be excluded under one clause does not imply that it is not intended to be included under another clause.

Section 2.8 Retained Liabilities. Anything to the contrary contained in this Agreement notwithstanding, neither Purchaser nor any of its Affiliates (including, following the Closing, the Target Entities) shall assume or agree to pay, perform or otherwise discharge, nor shall they be or become responsible or otherwise liable, directly or indirectly, for any Liabilities of Sellers or their respective Affiliates other than the Assumed Liabilities (such Liabilities, other than those constituting the Assumed Liabilities, the “Retained Liabilities”). Without limiting the generality of the foregoing, the following Liabilities of the Sellers or any of their respective Affiliates shall, from and after the Closing, be retained by Sellers and Sellers hereby agree to pay, discharge and perform all such Retained Liabilities:

(a) Any and all Indebtedness of any Seller or any of their Affiliates (other than the Target Entities to the extent included in the calculation of Closing Funded Debt);

(b) Any and all Liabilities of the Target Entities arising under interest rate or currency swaps, collars, caps and similar hedging obligations;

(c) Any and all Liabilities of Sellers pursuant to the terms of this Agreement or any of the Transaction Documents;

(d) Any and all Liabilities to the extent arising out of or related to the Excluded Assets or the Excluded Business;

(e) Except as set forth in Section 2.7(d) or assumed by Purchaser pursuant to Section 5.8, Liabilities relating to or arising under any Seller Benefit Plan;

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(f) Any and all Liabilities for Excluded Business Taxes, except to the extent any such Liabilities were included as liabilities in calculating Funded Debt or as a current liability in the final calculation of Working Capital;

(g) Any and all Liabilities to the extent arising from or relating to the Pre-Closing Reorganization and the Pre-Closing Restructuring, including Tax liabilities relating thereto;

(h) Any and all Liabilities under the defined benefits and defined contribution pension plans of Lummus Consultants International Ltd. and any and all pension Liabilities of Lummus Consultants International LLC;

(i) Any and all Cure Costs;

(j) Any and all Transaction Expenses to the extent not included in the calculation of the Final Purchase Price;

(k) Any and all Leakage (other than Permitted Leakage) to the extent not included in the calculation of the Final Purchase Price (it being understood and agreed that such Leakage shall be deemed to be a Retained Liability);

(l) Except as provided in Section 2.7(d), any and all Liabilities in respect of Former Business Employees, whether arising prior to, at or after the Closing;

(m) Any and all Liabilities arising from the ORPIC JV Payable and the AP Delayed Payments, and each such Retained Liability shall be paid in full by Sellers prior to the Closing;

(n) Any and all Liabilities arising in connection with any claim or Proceeding by a shareholder of a Seller or any of its Affiliates against any Target Entities;

(o) Any and all Liabilities related to or arising out of the Shaw (S&W) Pension Plan; and

(p) Except as provided in Sections 2.7(d)(ii) and (iii), any and all ERISA Affiliate Liabilities.

The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (p) in this Section 2.8; such fact does not imply that (i) such Liability shall be transferred more than once or (ii) any duplication of such Liability is required. Sellers and Purchaser acknowledge and agree that none of Purchaser or any of its Affiliates will be required to assume, retain, pay, perform or otherwise discharge, or shall otherwise be or become responsible or have any Liability for, any of the Retained Liabilities.

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Section 2.9 Retained Stake Option.

(a) At any time prior to the date that is the six (6)-month anniversary of the Closing Date, subject to the other provisions of this Section 2.9, Sellers may, with the prior written consent of the Consultation Parties, elect to retain or purchase, as applicable, the Retained Stake Interest by providing written notice from the Seller Representative to Purchaser. In connection with exercising the Retained Stake Option, whether before or after Closing, Sellers and Purchaser shall negotiate in good faith to finalize a Shareholders Agreement (and any other ancillary documentation with respect thereto) (collectively, the “Shareholders Agreement”), which Shareholders Agreement shall include the terms and conditions set forth in the term sheet attached as Exhibit I to this Agreement; provided, however, if the Retained Stake Option is exercised prior to the Closing (upon written notice from the Seller Representative to Purchaser at least thirty (30) days prior to the Closing), then, to the extent the Parties are unable to finalize the Shareholders Agreement as of the Closing Date, the Parties agree that the terms set forth in the term sheet attached as Exhibit I to this Agreement (and only such terms) shall be binding on the Parties.

(b) If the Retained Stake Option is exercised at or prior to the Closing, the Closing Purchase Price shall be decreased by $20,000,000 (the amount of such decrease, if any, the “Rollover Value”).

(c) If the Retained Stake Option is exercised following the Closing, then the purchase shall be consummated within thirty (30) days following receipt by Purchaser of Sellers’ election to exercise the Retained Stake Option (or such longer period as may be agreed between Sellers and Purchaser). The purchase price for such Retained Stake Option shall equal $20,000,000 plus an amount that would yield a 12% per annum internal rate of return to the equityholders of Purchaser calculated from the Closing Date through the date on which the sale of the Retained Stake Interest is consummated.

Section 2.10 Closing Deliveries.

(a) At the Closing, Purchaser shall deliver, or cause to be delivered, to Sellers (or one or more other Affiliates of Sellers designated by Seller Representative or as otherwise set forth in this Section 2.10(a)) the following:

(i) payment, by wire transfer(s) to one or more bank accounts of Sellers (or any of their respective Affiliates) designated in writing by Seller Representative (such designation to be made by Seller Representative at least two (2) Business Days prior to the Closing Date), an amount in immediately available Dollars equal to (A) the Closing Purchase Price less (B) the Deposit Escrow Amount less (C) the Rollover Value, if any, less (D) the Purchase Price Escrow Amount;

(ii) deposit of the Purchase Price Escrow Amount into the Escrow Account in accordance with Section 2.3(b) and the Purchase Price Escrow Agreement;

(iii) the certificate to be delivered pursuant to Section 7.3(c);

(iv) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit E to this Agreement (the “Transition Services Agreement”), duly executed by Purchaser or one or more of its Affiliates named as a party thereto;

(v) an assignment of the equity interests for the purchase and sale of the Purchased Entity Shares and Purchased Venture Equity Interests, other than the Purchased Entity Shares subject to the Dutch Deed of Transfer or the Foreign Closing Documents, substantially in the form attached as Exhibit F to this Agreement (the “Assignment and Conveyance Agreement”), duly executed by Purchaser or one of its Affiliates;

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(vi) to the extent any Purchased Asset or Assumed Liability is not held by a Target Entity, a counterpart of the Assignment and Assumption Agreement and Bill of Sale for the Purchased Assets (other than the Purchased Entity Shares and the Purchased Venture Equity Interests) and the Assumed Liabilities, by and between the applicable Sellers and Purchaser, attached as Exhibit G to this Agreement (the “Assignment and Assumption Agreement and Bill of Sale”), duly executed by Purchaser or one of its Affiliates that is to acquire such Purchased Assets or assume such Assumed Liabilities;

(vii) a counterpart of the Strategic Agreement, in substantially the form attached as Exhibit H to this Agreement (the “Strategic Agreement”), duly executed by Purchaser or one of its Affiliates named as a party thereto;

(viii) in the event the Retained Stake Option is exercised prior to Closing, subject to Section 2.9(a), a counterpart of the Shareholders Agreement, duly executed by Purchaser or one of its Affiliates named as a party thereto;

(ix) a duly legalized power of attorney on behalf of Purchaser for purposes of executing the notarial deed of transfer, in substantially the form attached as Exhibit J, to effect the transfer of the Dutch Shares to Purchaser (the “Dutch Deed of Transfer”), together with the instruction that the Dutch civil law notary (notaris) in the Netherlands or any of its deputies may proceed with the execution of the Dutch Deed of Transfer in substantially the form attached as Exhibit N to this Agreement;

(x) a counterpart of the Foreign Closing Documents (as defined below) duly executed by Purchaser or one of its Affiliates, to the extent applicable;

(xi) a counterpart of each Purchase Price Escrow Agreement duly executed by Purchaser;

(xii) a counterpart of Joint Written Instructions, duly executed by Purchaser, directing each of the Escrow Agents, as applicable, to distribute the Deposit Escrow Amount to Sellers; and

(xiii) any other Closing deliverables reasonably necessary or advisable to consummate the Transactions or any other transactions contemplated hereby.

(b) At the Closing, Seller Representative shall deliver, or cause to be delivered, to Purchaser the following:

(i) the certificate to be delivered pursuant to Section 7.2(c);

(ii) a counterpart of the Transition Services Agreement, duly executed by each Seller named as a party thereto;

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(iii) such stock transfers, stock certificates (or local legal equivalent) and other documents evidencing or otherwise necessary to give effect to the transfer of the Purchased Entity Shares and Purchased Venture Equity Interests free and clear of all Liens (other than Permitted Equity Liens), and, in the case that such Purchased Entity Shares and Purchased Venture Equity Interests are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer;

(iv) a counterpart of the Assignment and Conveyance Agreement duly executed by each applicable Seller;

(v) a counterpart of the Assignment and Assumption Agreement and Bill of Sale duly executed by each applicable Seller;

(vi) a counterpart of the Purchase Price Escrow Agreement duly executed by Seller Representative and the relevant Escrow Agent;

(vii) with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, and without duplication of the other Closing deliveries set forth in this Section 2.10, the Foreign Acquisition Agreements and such other bills of sale, share transfer deeds, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions and that is reasonably acceptable to Purchaser) as and to the extent necessary to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by each Seller (and Purchased Entity, if applicable) named as a party thereto, to the extent applicable;

(viii) a counterpart of the Strategic Agreement, duly executed by each Seller named as a party thereto;

(ix) in the event the Retained Stake Option is exercised at the Closing, subject to Section 2.9(a), a counterpart of the Shareholders Agreement, duly executed by each applicable Seller or Affiliate thereof;

(x) duly executed Lien Release Letters;

(xi) duly executed resignation letters (including customary releases in a form reasonably satisfactory to Seller Representative) from all individuals that are not employees (effective as of the Closing) of the Target Entities that are directors and officers of any of the Target Entities, including the individuals listed on Section 2.10(b)(xi) of the Seller Disclosure Schedules that remain directors or officers, as applicable, as of immediately prior to the Closing, resigning in all officer or director capacities from the Target Entities and in form and substance reasonably acceptable to Purchaser;

(xii) a fully executed limited warranty or comparable deed in customary form with respect to each Transferred Owned Real Property (each, a “Warranty Deed”);

(xiii) an IRS Form W-9 duly executed by each Seller incorporated in the United States, and with respect to MDRT (2) a duly executed certificate and an accompanying notice addressed to the IRS in compliance with Treasury Regulations 1.897-2(h) and dated not more than thirty (30) days prior to the Closing Date;

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(xiv) a duly legalized power of attorney on behalf of MDRT (2) and MDRT for purposes of executing the Dutch Deed of Transfer, together with the instruction that the Dutch civil law notary (notaris) in the Netherlands or any of its deputies may proceed with the execution of the Dutch Deed of Transfer in substantially the form attached as Exhibit N to this Agreement, if applicable;

(xv) a counterpart of Joint Written Instructions, duly executed by Seller Representative, directing each of the Escrow Agents, as applicable, to distribute the Deposit Escrow Amount to Sellers;

(xvi) two (2) copies of Internal Revenue Service Form 8832 (or successor form) with respect to each of the Target Entities set forth on Section 6.16 of the Seller Disclosure Schedules (and, if applicable, Lummus Consultants International LLC and Lummus Consultants International Ltd.); and

(xvii) any other Closing deliverables reasonably necessary or advisable to consummate the Transaction or any other transactions contemplated hereby.

(c) At the Closing, Seller Representative shall deliver, or cause to be delivered, to the Dutch civil law notary (notaris) in the Netherlands the original shareholders register of MDRT (2), if applicable.

Section 2.11 Adjustment to Base Purchase Price.

(a) Section 2.11(a) of the Seller Disclosure Schedules sets forth a calculation (for illustrative purposes only) of (1) the Working Capital, the Cash Amounts and the Funded Debt of the Target Entities, in each case, as of the date set forth for such metric (the “Sample Closing Statement”), and in each case, including the classification of asset and liability line items and general ledger accounts, prepared in accordance with the accounting principles set forth in Section 2.11(a) of the Seller Disclosure Schedules (the “Transaction Accounting Principles”) and (2) Leakage, as of the date set forth for such metric. In the event of a conflict between the Transaction Accounting Principles and the Sample Closing Statement, the Transaction Accounting Principles shall govern.

(b) At least five (5) Business Days prior to the anticipated Closing Date, Seller Representative shall cause to be prepared and delivered to Purchaser a closing statement (the “Closing Statement”) setting forth Sellers’ good-faith estimate of (i) the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Closing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”), (iii) the Closing Funded Debt (such estimate, the “Estimated Closing Funded Debt”), (iv) the Target Entity Transaction Expenses (such estimate, the “Estimated Target Entity Transaction Expenses”), (v) Leakage (which shall not, for the avoidance of doubt, include Permitted Leakage) (such estimate, the “Estimated Leakage”), (vi) the EBITDA Adjustment Amount (such estimate, the “Estimated EBITDA Adjustment Amount”) and (vii) the Contract Capital Amount (such estimate, the “Estimated Contract Capital Amount”). The Closing Statement shall (x) set forth in reasonable detail the calculations of such amounts and shall be accompanied by supporting documentation reasonably sufficient to allow Purchaser to review and analyze the Closing Statement and (y) be prepared in accordance with the Transaction Accounting Principles. The Estimated Adjustment Amount, the Estimated Closing Cash Amounts, the Estimated Closing Funded Debt, the Estimated Target Entity Transaction Expenses, the Estimated

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Leakage, the Estimated EBITDA Adjustment Amount and the Estimated Contract Capital Amount shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Sellers at the Closing. Purchaser agrees that, following the Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.11, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Post-Closing Statement is to be based that would reasonably be expected to materially impede or delay the final determination of the Post-Closing Statement. Without prejudice to any rights of Purchaser hereunder, Sellers shall prepare the Closing Statement in good faith consultation with Purchaser and the Closing Statement shall be in a form reasonably acceptable to Purchaser. In furtherance of the foregoing, Sellers shall provide Purchaser and its Representatives with reasonable access to the work papers and other books and records of Sellers and the Target Entities used in the preparation of the Closing Statement as Purchaser may reasonably request for the purpose of reviewing the Closing Statement.

(c) As promptly as reasonably practicable and in any event within ninety (90) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller Representative, a written statement (the “Post-Closing Statement”), setting forth Purchaser’s good faith calculations of the actual Adjustment Amount, the actual Closing Cash Amounts, the actual Closing Funded Debt, the actual Target Entity Transaction Expenses, the actual Leakage (which shall not, for the avoidance of doubt, include Permitted Leakage), the actual EBITDA Adjustment Amount and the actual Contract Capital Amount. The Post-Closing Statement shall (i) set forth in reasonable detail the calculations of such amounts and shall be accompanied by reasonable supporting documentation for such calculations and (ii) be prepared in accordance with the Transaction Accounting Principles (and, solely with respect to the EBITDA Adjustment Amount, Exhibit M). Once Purchaser has delivered the Post-Closing Statement, the Post-Closing Statement shall be deemed irrevocable by Purchaser for purposes of the calculation of the Final Purchase Price, and Purchaser shall be foreclosed and barred in all respects from amending, supplementing or modifying the Post-Closing Statement and related calculations following delivery to Seller Representative; provided that the Post-Closing Statement may be revised (w) within thirty (30) days following receipt by Seller Representative of the Post-Closing Statement to correct any manifest errors, (x) in connection with, and as a result of, Seller Representative’s review thereof (and related discussion and/or negotiation between the Parties) in accordance with this Section 2.11, (y) in connection with, and as a result of any determination by, the Independent Accounting Firm in accordance with this Section 2.11, or (z) as otherwise agreed between Purchaser and Seller Representative.

(d) Within sixty (60) days following receipt by Seller Representative of the Post-Closing Statement, Seller Representative shall deliver written notice to Purchaser of any dispute Sellers have with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided that, if Seller Representative does not deliver any Dispute Notice to Purchaser within such sixty (60)-day period, the Post-Closing Statement as prepared by Purchaser shall be deemed to be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Sellers dispute and (ii) the proposed amount of such item; provided, however, that Sellers may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Transaction Accounting Principles (or, solely with respect to the EBITDA Adjustment Amount, Exhibit M). Upon receipt by Purchaser

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of a Dispute Notice, Purchaser and Seller Representative shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller Representative fail to resolve all such disputes in writing within thirty (30) days after delivery of the Dispute Notice (such disputed items that have not been resolved in writing, the “Disputed Items”), then Purchaser and Seller Representative jointly shall engage, promptly (but in any event within sixty (60) days after delivery of the Dispute Notice), the Independent Accounting Firm to resolve any such Disputed Item; provided that, if Seller Representative and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller Representative and Purchaser shall select an internationally recognized independent major accounting firm, and the two (2) firms shall mutually select a third internationally recognized independent major accounting firm to serve as the Independent Accounting Firm. Purchaser and Seller Representative shall furnish or cause to be furnished to the Independent Accounting Firm such work papers and other documents and information relating to the Disputed Items as the Independent Accounting Firm may reasonably request and are available to that Party or its agents, copies of which shall be concurrently provided to the other Party. Additionally, Purchaser and Seller Representative shall be afforded the opportunity to present to the Independent Accounting Firm any material relating to the Disputed Items (provided that copies of such material shall be concurrently provided to the other Party), but shall not engage in any other ex parte communications with the Independent Accounting Firm without the prior written consent of the other Party or without the other Party having the opportunity to be present for and participate in any in-person communications (and, to the extent of any written communications, being concurrently provided with a copy of such communications). The Parties agree that the content of all such information furnished to the Independent Accounting Firm shall be limited to (i) whether the Adjustment Amount, the Closing Cash Amounts, the Closing Funded Debt, the Target Entity Transaction Expenses, Leakage and the Contract Capital Amount were properly calculated in accordance with the Transaction Accounting Principles (and, solely with respect to the EBITDA Adjustment Amount, Exhibit M), (ii) the proposed resolution of each disputed issue by such Party and (iii) reasonable supporting detail for the foregoing. Purchaser and Seller Representative shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described above (and any hearing necessary to consider the content of such presentations) and in any event not more than forty-five (45) days from the engagement of the Independent Accounting Firm, make a final determination, binding on the Parties, of the appropriate amount of each of the Disputed Items. The Independent Accounting Firm’s decision shall be the Parties’ sole and exclusive remedy regarding any dispute concerning the appropriate amount of each Disputed Item (absent bad faith by the Independent Accounting Firm); provided that nothing contained in this Section 2.11 shall limit the rights of Purchaser pursuant to Article VI or Article IX for a breach or inaccuracy in the representations and warranties set forth in Article III, as applicable. With respect to each Disputed Item, such determination, if not in accordance with the position of either Sellers or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Sellers or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether any disputed determinations of the Adjustment Amount, the Closing Cash Amounts, the Closing Funded Debt, the Target Entity Transaction Expenses, Leakage and the Contract Capital Amount were properly calculated in accordance with the Transaction Accounting Principles (and, solely with respect to the EBITDA Adjustment Amount, Exhibit M). The Independent Accounting Firm is not authorized to, and shall

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not, make any other determination, including (i) any determination with respect to any matter included in the Post-Closing Statement or the Dispute Notice other than those matters that were properly submitted for resolution to the Independent Accounting Firm, (ii) any determination as to whether the Transaction Accounting Principles were followed with respect to the Financial Statements (other than the Additional Audited Financial Statements), (iii) any determination as to whether the Reference Working Capital calculation was properly calculated in accordance with the Transaction Accounting Principles, (iv) any determination as to the accuracy of the representations and warranties set forth in this Agreement, or (v) any determination as to compliance by any party with any of their respective covenants in this Agreement. Any dispute not within the scope of disputes to be resolved by the Independent Accounting Firm pursuant to this Section 2.11 shall be resolved as otherwise provided in this Agreement. Any determination by the Independent Accounting Firm, and any work or analyses performed by the Independent Accounting Firm, may not be offered as evidence in any Proceeding as evidence of a breach of any representations or warranty in this Agreement or a breach of any covenant in this Agreement (other than as a breach of this Section 2.11). All negotiations pursuant to this Section 2.11 shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, if applicable. The Independent Accounting Firm’s determinations shall be based solely on written submissions by Purchaser and Seller Representative that are in accordance with the applicable guidelines and procedures set forth in this Article II and on any hearings that the Independent Accounting Firm may deem necessary concerning such submissions or on the responses to any questions or requests for supporting information (i.e. not on the basis of independent review) and on the definitions included in this Agreement. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne by Sellers and Purchaser in proportion to the allocation of the dollar value of the amounts in dispute between Sellers and Purchaser resolved by the Independent Accounting Firm, such that the Party prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent manifest error or Fraud. The Parties acknowledge and agree that the Independent Accounting Firm shall be functioning solely as an expert and not as an arbitrator. The Parties agree that any adjustment as determined pursuant to this Section 2.11(d) shall be treated as an adjustment to the Purchase Price, except as otherwise required by applicable Law.

(e) For purposes of complying with the terms set forth in this Section 2.11, each of Sellers and Purchaser shall reasonably cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, the Assumed Liabilities, the Business or Target Entities, and shall permit access to its senior personnel, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder; provided that customary confidentiality and hold harmless agreements relating to access to working papers in form and substance reasonably and customarily acceptable to any auditors or independent accountants are signed by Seller Representative or Purchaser, as applicable, and their respective Representatives. Notwithstanding anything to the contrary in this Section 2.11(e), no Party shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any applicable Laws.

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(f) The “Final Purchase Price” shall mean the Base Purchase Price, plus (i) the Adjustment Amount (which may only be a negative number or zero), plus (ii) the Closing Cash Amounts, minus (iii) the Closing Funded Debt, minus (iv) the Target Entity Transaction Expenses, minus (v) the Rollover Value, if applicable, minus (vi) Leakage (which shall not, for the avoidance of doubt, include Permitted Leakage), minus (vii) the EBITDA Adjustment Amount, if any, plus (viii) the Ticking Fee, plus (ix) the final Contract Capital Amount (which may only be a negative number or zero), minus (x) the Lease Obligations, in each case as finally determined pursuant to Sections 2.11(c) and 2.11(d).

(g) If the Closing Purchase Price exceeds the Final Purchase Price, then Sellers shall, (i) instruct the JPM Escrow Agent to promptly release an amount equal to such shortfall to Purchaser pursuant to the Escrow Agreement and (ii) to the extent that there are insufficient funds in the Escrow Account to satisfy such shortfall, pay or cause to be paid to Purchaser such shortfall to an account or accounts designated in writing by Purchaser, or, at the sole discretion of Purchaser, Purchaser shall be entitled to any of the following: (1) pursue recourse against the Sellers and (2) withhold and set off the amount of any payments due to Purchaser from any amounts due and payable to Sellers and their Affiliates pursuant to the Strategic Agreement. If the Final Purchase Price exceeds the Closing Purchase Price, then Purchaser shall pay or cause to be paid an amount in cash equal to such excess to Sellers by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Representative to Purchaser and instruct the JPM Escrow Agent to promptly release the amount in the Escrow Account to Sellers pursuant to the Escrow Agreement; provided, however, that if either Purchaser or Sellers would be required to pay less than $100,000 under this Section 2.11(g), then neither Purchaser nor Sellers, as the case may be, shall be required to make such payment, but if either Purchaser or Sellers would be required to pay more than $100,000, then Purchaser or Sellers, as the case may be, shall only be required to pay, or instruct the JPM Escrow Agent to pay, as applicable, the amount in excess of $100,000. Any payment pursuant to this Section 2.11(g) is to be made within five (5) Business Days of the date on which the Adjustment Amount, Closing Cash Amounts, Closing Funded Debt, Target Entity Transaction Expenses, Leakage, the EBITDA Adjustment Amount and the Contract Capital Amount are finally determined pursuant to this Section 2.11, except as expressly provided for in this Agreement, and any amounts owed pursuant to this Section 2.11(g) shall be paid in full.

(h) No actions taken by Purchaser on its own behalf or on behalf of any Target Entity on or following the Closing Date shall be given effect for purposes of determining the Adjustment Amount (or other items contained in the Post-Closing Statement), and the determination of the Final Purchase Price shall not take into account any developments or events taking place after the Closing Date.

Section 2.12 Purchase Price Allocation.

(a) No later than thirty (30) days before the Closing (or otherwise as necessary to prepare bills of sale, transfer agreements, or to otherwise timely comply with the requirements of applicable Law in respect of the sale of the Specified Purchased Assets), Purchaser shall deliver to Seller Representative a written notice setting forth (i) the portion of the Purchase Price (as determined as of the applicable date of such allocation) and any other items that are treated as additional consideration for Tax purposes allocable to the Specified Purchased Assets and (ii) the allocation of such amount among the Specified Purchased Assets, in each case, prepared in

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accordance with the allocation principles set forth in Section 2.12(a) of the Seller Disclosure Schedules and in a manner consistent with Sections 338, if applicable, and 1060 of the Code and the Treasury Regulations promulgated thereunder (such statement, a “Purchaser Specified Allocation”). If Sellers disagree with the Purchaser Specified Allocation, Seller Representative may, within ten (10) days after delivery of such Purchaser Specified Allocation, deliver a notice (the “Seller Specified Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Sellers’ proposed allocations. If any Seller Specified Notice is duly delivered, Purchaser and Seller Representative shall cooperate in good faith to attempt to resolve such dispute no later than five (5) days prior to the Closing (it being understood that resolution of any such dispute shall not be a condition to the Closing). If the Seller Representative and Purchaser cannot resolve such dispute within five (5) days prior to the Closing, then the Purchaser Specified Allocation prepared by Purchaser, reflecting any changes based on the good faith negotiations between Purchaser and the Seller Representative, shall be considered final. Any such allocations, as prepared by Purchaser if no Seller Specified Notice has been given or as agreed to by Purchaser and Sellers (a “Specified Allocation”), shall be conclusive and binding on the Parties.

(b) No later than thirty (30) days after the date on which the Purchase Price is finally determined pursuant to Section 2.11, Purchaser shall deliver to Seller Representative a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.11) and any other items that are treated as additional consideration for Tax purposes to Sellers determined in a manner consistent with the allocation principles set forth in Section 2.12(a) of the Seller Disclosure Schedules, Sections 338, if applicable, and 1060 of the Code and the Treasury Regulations promulgated thereunder and reflecting any Specified Allocations made pursuant to Section 2.12(a) (the “Purchaser’s Allocation”). If Sellers disagree with Purchaser’s Allocation (for the avoidance of doubt, other than with respect to any Specified Allocation reflected in Purchaser’s Allocation), Seller Representative may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Sellers disagree and setting forth Sellers’ proposed allocation. If the Seller’s Allocation Notice is duly delivered, Purchaser and Seller Representative shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.11) and any other items that are treated as additional consideration for Tax purposes. If Purchaser and Seller Representative are unable to reach such agreement they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes, which decision shall be rendered within thirty (30) days after such firm is retained and shall be final, conclusive and binding on the Parties. One-half of the fees and expenses of the Independent Accounting Firm shall be paid by Purchaser, and one-half of such fees and expenses shall be paid by Sellers.

(c) Any allocation of the Purchase Price whether initially or as such may be finally determined pursuant to Section 2.11 and any other items that are treated as additional consideration for Tax purposes, whether determined separately from, in advance of, or pursuant to a decision by the Independent Accounting Firm shall incorporate, reflect, and be consistent with any Specified Allocation and Sections 338, if applicable, and 1060 of the Code and the Treasury Regulations promulgated thereunder. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Purchaser and

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Sellers, or as determined by the Independent Accounting Firm (the “Allocation”), shall be conclusive and binding on the Parties. None of Purchaser or Sellers shall (and shall cause their respective Affiliates not to) take any position inconsistent with the Allocation or any Specified Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law) (a “Final Determination”).

Section 2.13 Non-Assignment; Consents.

(a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset if an attempted sale, assignment, transfer or conveyance thereof would be prohibited by applicable Law, unless the Bankruptcy Code, applicable non-bankruptcy Law, or Sale Order or the Confirmation Order (as applicable) authorizes or permits the assumption and assignment (in whole or, to the extent relevant, in part) of such Purchased Asset irrespective of the consent or lack thereof of a third party, or would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any license, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals,” and such assets, collectively, the “Non-Assignable Assets”), (i) constitute a material breach or other contravention thereof or (ii) be reasonably likely to subject any Seller, Target Entity, Purchaser or any of their respective officers, directors, agents or Affiliates to civil or criminal liability, unless and until such Approval is obtained, it being understood that the Closing shall, despite the existence of any Non-Assignable Assets, proceed in accordance with this Agreement, subject to the satisfaction and waiver of the conditions set forth in Article VII, and Purchaser shall pay the Purchase Price at the Closing in accordance with the terms hereof without the sale, assignment, conveyance, transfer or delivery of such Non-Assignable Assets (but subject to Sellers’ compliance with the other covenants and obligations set forth herein).

(b) Prior to Closing, Sellers shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain or cause to be obtained any Approval (other than Regulatory Approvals, which shall be governed by Section 5.2) (collectively, the “Non-Regulatory Approvals”) required to sell, assign, transfer or convey the Purchased Assets at the Closing and to obtain the unconditional release of Sellers and their respective Affiliates so that Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities, and Purchaser shall provide reasonable cooperation to Sellers and their Affiliates in connection therewith as reasonably requested by Sellers. If any such Non-Regulatory Approval is not obtained prior to the Closing, then, (A) until the earliest of (x) such time as such Non-Regulatory Approval is obtained and (y) with respect to a Purchased Asset that is a Contract, the expiration of the term of such Contract in accordance with its current term or the execution of a replacement Contract by Purchaser or its Affiliate, Sellers shall, and shall cause their respective Affiliates to continue to, use reasonable best efforts to obtain, or cause to be obtained, such Non-Regulatory Approval, and Purchaser shall provide reasonable cooperation to Sellers, subject to any approval of the Bankruptcy Court that may be required, and (B) Sellers shall, and shall cause their respective Affiliates to enter into an arrangement reasonably acceptable to Purchaser and Sellers intended to both (x) provide Purchaser, to the fullest extent not prohibited by applicable Law, the claims, rights, remedies and benefits of any such Purchased Assets and (y) cause Purchaser to assume and bear all Assumed Liabilities thereunder from and after the Closing in accordance with this Agreement (including by

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means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, Purchaser will timely pay, perform or discharge when due any Assumed Liability (including any Assumed Liability for Taxes) arising thereunder after the Closing Date. Upon obtaining the relevant Non-Regulatory Approval, each Seller shall, and shall cause any of its applicable Affiliates to, promptly sell, convey, assign, transfer and deliver to Purchaser such Purchased Asset for no additional consideration (other than assumption of any related Assumed Liabilities with respect thereto as contemplated hereby), and Purchaser shall timely assume and agree to promptly pay, perform or discharge any related Assumed Liability. Failure to obtain any such Non-Regulatory Approval shall not, in and of itself, be deemed a breach of this Agreement by Sellers. The terms of this Section 2.13(b) shall not apply with respect to Shared Contracts, it being understood that the treatment of Shared Contracts is addressed in Section 2.13(d).

(c) Notwithstanding anything to the contrary in this Agreement, all reasonable and documented third-party legal and administrative fees, and other costs and expenses, payable in connection with obtaining Non-Regulatory Approvals shall be borne by Sellers. Anything in this Agreement to the contrary notwithstanding, neither Sellers nor Purchaser shall have any obligation under this Agreement or otherwise to initiate any claim or Proceeding against any Person in order to obtain any Non-Regulatory Approvals.

(d) Sellers shall, and shall cause their Affiliates to, use reasonable best efforts to cause to occur, and Purchaser shall reasonably cooperate with Sellers and their Affiliates with such efforts as reasonably requested by Sellers, on or prior to the Closing, with respect to each Contract listed on Section 2.13(d) of the Seller Disclosure Schedules, the termination, amendment, separation or other action set forth on Section 2.13(d) of the Seller Disclosure Schedules with respect to such Contract; provided that neither Party shall be required to initiate any claim or Proceeding against any Person in order to accomplish such action. In the event that the action set forth on Section 2.13(d) of the Seller Disclosure Schedules with respect to any Contract is not completed on or prior to the Closing, then Sellers shall, and shall cause their Affiliates to, continue to use reasonable best efforts following the Closing to cause the action set forth on Section 2.13(d) of the Seller Disclosure Schedules with respect to such Contract to occur. If the action set forth on Section 2.13(d) of the Seller Disclosure Schedules with respect to any Contract is not completed on or prior to the Closing, in addition to complying with the obligations set forth in the second sentence of this Section 2.13(d), the Parties shall in good faith implement mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Contract; provided that such arrangements shall not result in a breach or violation of such Contract by the applicable Seller, Purchaser or any of their respective Affiliates. If, following the Closing, any Seller or any of its Affiliates remains party to any Contract set forth on Section 2.13(d) of the Seller Disclosure Schedules (which schedule may be amended, from time to time, by mutual agreement of Purchaser and Sellers) or any other Contract, all or a portion of which relates to the Business (any such Contract, a “Shared Contract”), Purchaser and Sellers shall in good faith implement mutually acceptable arrangements (such alternative arrangements may include a mutually agreed subcontracting, sublicensing, agency or subleasing arrangement) under which Purchaser and its applicable Subsidiaries would, in compliance with applicable Law, obtain the benefits under and assume the obligations and bear the economic burdens of those parts of such Shared Contract that relate to the Business, or under which such Seller and its Subsidiaries would, upon the request of Purchaser, enforce for the benefit of Purchaser and its Subsidiaries (at the expense of Sellers) the rights of such Seller and its Subsidiaries against any third party under those

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parts of such Shared Contract that constitutes an Assumed Business Contract. If, following the Closing, Purchaser or any of its Affiliates (including any Target Entity) is party to any Contract set forth on Section 2.13(d) of the Seller Disclosure Schedules (which schedule may be amended, from time to time, by mutual agreement of Purchaser and Sellers) or any other Contract, all or a material portion of which relates to the Excluded Assets (any such Contract, a “Purchaser Shared Contract”), Purchaser and Sellers shall in good faith implement mutually acceptable arrangements (such alternative arrangements may include a subcontracting, sublicensing, agency or subleasing arrangement) under which the applicable Seller and its applicable Subsidiaries would, in compliance with Law, obtain the benefits under and assume the obligations and bear the economic burdens associated with, the portion of such Purchaser Shared Contract that relates to the Excluded Assets, or under which Purchaser and its Subsidiaries would, upon the request of such Seller, enforce for the benefit (and at the expense) of such Seller and its Subsidiaries the rights of Purchaser and its Subsidiaries against any third party under the portion of such Purchaser Shared Contract that relates to the Excluded Assets. Notwithstanding the foregoing, and notwithstanding Section 2.13(d) of the Seller Disclosure Schedules, in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals. In furtherance of the foregoing, Purchaser will promptly pay, perform or discharge when due any Liability (including any liability for Taxes) arising under any Shared Contract (to the extent such Liability arising under such Shared Contract relates to the Business) after the Closing Date and the applicable Seller shall promptly pay, perform or discharge when due any Liability (including any liability for Taxes) arising under any Purchaser Shared Contract (to the extent such Liability arising under such Purchaser Shared Contract relates to the Excluded Assets) after the Closing Date; provided that no Shared Contract or Purchaser Shared Contract may be terminated without Purchaser’s or Sellers’, as applicable, prior written consent (not to be unreasonably conditioned, withheld or delayed). Notwithstanding anything herein to the contrary, in connection with the Chapter 11 Cases (or any other proceeding), the Sellers shall not, and shall cause their respective Affiliates not to, reject any executory Contract or unexpired lease relating to the Business without prior good faith consultation with Purchaser and, if any such Contract is rejected following such good faith consultation, Sellers will cooperate with Purchaser in good faith to enter into a mutually acceptable arrangement to provide Purchaser with the benefit of any such Contract following the Closing.

(e) Following the Closing, for so long as Sellers hold any Purchased Assets or are parties to any Shared Contracts and provide Purchaser or any of its Affiliates any claims, rights and benefits of any such Purchased Asset or Shared Contract pursuant to an arrangement described in this Section 2.13, Sellers shall hold and operate such Purchased Assets and operate under such Shared Contracts in a manner consistent in all material respects with the manner in which Sellers held and operated such Purchased Assets and Shared Contracts prior to the date hereof and prior to the Closing. Anything contained in this Agreement to the contrary notwithstanding, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.13 shall be made subject to such Approval being obtained.

(f) Anything contained in this Agreement to the contrary notwithstanding, any transfer or assignment to any Seller of any Excluded Asset or any part of a Purchaser Shared Contract that shall require an Approval as described above in this Section 2.13 shall be made subject to such Approval being obtained.

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(g) The Parties agree that, following the Closing, except as provided by Section 2.13(d) or otherwise agreed by the Parties pursuant to this Agreement or the Transition Services Agreement, and except with respect to any Shared Contract as provided in Section 2.13(d)), with respect to any Contract between a third party, on the one hand, and any Seller or any of its Affiliates, on the other hand, to which none of the Target Entities or Purchaser is a party following the Closing, none of the Target Entities or Purchaser shall have any rights, or be entitled to any benefits, under any such Contracts from and after the Closing.

Section 2.14 Foreign Acquisition Agreements. The transfer of each Purchased Entity or any Purchased Venture Equity Interests of a Purchased Venture organized in a jurisdiction outside of the United States, or the transfer of any other Purchased Asset located in a jurisdiction outside of the United States, shall be effected pursuant to short-form acquisition agreements in form and substance reasonably acceptable to each of Purchaser and Sellers (the “Foreign Acquisition Agreements”) on a country-by-country basis to the extent that either local Laws in the relevant jurisdiction require observance of specified formalities or procedures to legally effect a transfer of such entity or assets. The Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Entity Shares, Purchased Venture Equity Interests or Purchased Asset and shall not affect the value being received or paid by Purchaser or given by Sellers, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement. Unless otherwise agreed by Purchaser and Seller Representative, the Foreign Acquisition Agreements will be executed and delivered on the Closing Date and the transfer of the assets and interests set forth in such Foreign Acquisition Agreements will be consummated on the Closing Date.

Section 2.15 Target Entities. Subject to the last paragraph of Section 2.5, the Parties intend that the transfer of the Target Entities shall result in an indirect transfer of only those assets of the Target Entities that would otherwise (that is, if the Target Entities were Sellers and the parties were transferring assets of the Target Entities and not their equity interests) fall within the definition of “Purchased Assets,” and in an indirect transfer of only those Liabilities of the Target Entities that would otherwise fall within the definition of “Assumed Liabilities.” Sellers and Purchaser shall mutually agree in writing, prior to the Closing, to take, at Sellers’ sole cost and expense (to include any Tax cost associated therewith), such action as is necessary or advisable to transfer, effective as of, or prior to, the Closing Date (or following the Closing if by Purchaser or its Affiliates), the Excluded Assets and Retained Liabilities from the Target Entities to Sellers or one or more of their Affiliates for no consideration (or for such consideration as is required by all applicable Laws) and as would not result in any impairment or Liability to the Purchased Assets or the Business other than de minimis impairment or Liability so that the assets and Liabilities of each of the Target Entities at the Closing are consistent with the agreement of the Parties as set forth in the preceding sentence.

Section 2.16 Bulk Sales Waiver. Purchaser hereby waives compliance by Sellers with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser.

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Section 2.17 Withholding Rights. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Purchaser is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax law; provided, however, that, to the extent reasonably practicable, Purchaser will provide notice to Sellers within five (5) Business Days prior to withholding and shall provide each Seller a reasonable opportunity to provide documentation or other proof reasonably acceptable to Purchaser to avoid such withholding. To the extent that such amounts are so withheld and paid over to the proper Governmental Entity by Purchaser, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made by Purchaser.

Section 2.18 Pre-Closing Reorganization. The Parties agree to cooperate in the implementation of the Pre-Closing Reorganization; provided that, notwithstanding anything to the contrary contained in any of the Transaction Documents, any documents, Contracts or other arrangements implementing the Pre-Closing Reorganization shall be reasonably acceptable to both the Sellers and the Purchaser.

Section 2.19 Lummus Consultants. Notwithstanding anything to the contrary set forth in this Agreement, no later than five (5) Business Days prior to the anticipated Closing Date, Purchaser may, in its sole discretion, elect to include, as of the Closing, all of the outstanding Capital Stock of each of Lummus Consultants International LLC and Lummus Consultants International Ltd. together, “Lummus Consultants”) as assets to be conveyed to Purchaser at the Closing. If Purchaser makes the election described in the preceding sentence, Sellers agree to convey such Capital Stock to Purchaser at the Closing and, solely for purposes of the Sellers Fundamental Representations, each of Lummus Consultants International LLC and Lummus Consultants International Ltd. shall be deemed “Target Entities” under this Agreement and all Liabilities attributable to such Entities shall be deemed to be included as part of “Assumed Liabilities”, except to the extent described in Section 2.8(h). Prior to the Closing, Sellers shall, and shall cause their respective Affiliates to, provide, subject to Section 5.4, reasonable access to information with respect to each of Lummus Consultants International LLC and Lummus Consultants International Ltd., solely for purposes of Purchaser’s evaluation of its decision as to whether to exercise the election provided in this Section 2.19.

Section 2.20 363 Sale Option. Subject to entry of the Sale Order, if Purchaser is designated as the Successful Bidder, Purchaser shall have the option (the “363 Sale Option”), in its sole discretion, to deliver a written notice (the “363 Sale Notice”) to Sellers and the Consultation Parties (in accordance with Section 9.6, and with respect to the Consultation Parties, to the email addresses set forth in the definition of “Consultation Parties”), and, two (2) Business Days after receipt of such notice, Sellers shall consummate the Transaction pursuant to sections 363 and 365 of the Bankruptcy Code and the Sale Order; provided that Purchaser (x) shall only be entitled to exercise the 363 Sale Option in the event that the consummation of the Transaction in accordance with this Agreement would not be unreasonably delayed as a result of such exercise, and (y) shall not deliver the 363 Sale Notice earlier than (i) the 135th calendar day following the Petition Date, if as of such date (a) the Confirmation Order has not been entered and (b) the conditions precedent to the consummation of the Transaction set forth in Section 7.1(a), Section 7.1(b), Section 7.1(d) and Section 7.3 have been satisfied, or are capable of being satisfied at the Closing, or have been waived, or (ii) the 150th calendar day following the Petition Date, if as of such date (a) the Confirmation Order has been entered but the effective date of the chapter 11 plan in the Chapter 11 Cases has not occurred and (b) the conditions precedent to the consummation of the Transaction set forth in Section 7.1(a), Section 7.1(b), Section 7.1(d) and Section 7.3 have been satisfied, or are capable of being satisfied at the Closing, or have been waived; provided, further, that if (A) on the Petition Date, Sellers fail to file a chapter 11 plan, disclosure statement, and a restructuring support agreement executed by the Required Supporting Stakeholders (as defined below) (an “RSA”), in each case consistent with the Transaction, (B) at any time following the Petition Date, any statutory committee is appointed in the Chapter 11 Cases, or (C) at any time after the Petition Date, the parties to the RSA do not constitute the Required Supporting Stakeholders, then the date set forth in clause (i) of the immediately preceding proviso of this Section 2.20 shall instead be the 120th calendar day following the Petition Date and the date set forth in clause (ii) of the immediately preceding proviso of this Section 2.20 shall instead be the 135th calendar day following the Petition Date. Notwithstanding anything to the contrary in this Agreement, if Purchaser exercises the 363 Sale Option, Seller shall not be required to satisfy the closing condition under Section 7.2(g) (solely as it relates to the Confirmation Order) in connection with the consummation of the Transaction.

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Section 2.21 Target Entity Transaction Expenses. Sellers shall, and shall cause their respective Affiliates to, ensure that the Target Entity Transaction Expenses for which Purchaser is responsible as part of the Final Purchase Price in accordance with this Agreement will be deemed to be incurred, paid or otherwise payable by the Target Entities, and not Sellers or any of their respective Affiliates (other than the Target Entities), by the time the Final Purchase Price is calculated pursuant to the terms herein. Any such Target Entity Transaction Expenses that are so allocated to the Target Entities in accordance with this Section 2.21 that would not have been borne by the Target Entities in the ordinary course of business shall be disregarded for purposes of calculating EBITDA for the calendar year ending December 31, 2019 for all purposes of this Agreement. Actions taken solely to allocate Target Entity Transaction Expenses to the Target Entities in accordance with this Section 2.21 shall not, in and of itself, be deemed a breach of Section 5.1.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EACH SELLER

Except as set forth in the Seller Disclosure Schedules (it being agreed that the disclosure of any matter in any section or subsection in the Seller Disclosure Schedules relating to this Article III shall be deemed to be disclosed for all purposes of this Article III as long as the relevance of such disclosure to the other Sections or sub-Sections of this Agreement is reasonably apparent on the face of such disclosure that it applies to such Sections or sub-Sections), each Seller, jointly and severally, hereby represents and warrants to Purchaser as follows:

Section 3.1 Organization, Standing and Power. Each of the Sellers and each Target Entity is duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of organization. Each of the Sellers and the Target Entities is duly qualified and in good standing (where applicable) in every jurisdiction in which the conduct of its business as now conducted requires it to so qualify and has all necessary organizational power and authority to carry on its business as presently conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

Section 3.2 Target Entities.

(a) Set forth on Section 3.2(a) of the Seller Disclosure Schedules is a true, correct and complete list of the authorized and outstanding Capital Stock of each Target Entity and the owner of record of such Capital Stock.

(b) All of the Capital Stock of the Target Entities owned of record by Sellers or another Target Entity has been duly authorized and validly issued, are fully paid and non-assessable (where applicable) and have not been issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights, and are owned beneficially, of record and with good and valid title by the applicable owner of record set forth on Section 3.2(a) of the Seller Disclosure Schedules, free and clear of any Liens other than Permitted Equity Liens. Such Capital

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Stock constitutes all of the issued and outstanding Capital Stock of Target Entities owned of record by Sellers and the Target Entities. There are no outstanding Contracts, options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Target Entities is or may become obligated to (i) issue, transfer, sell or otherwise dispose of any of its securities, or any securities convertible into or exercisable or exchangeable for its securities, or (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Target Entities, in each case, other than as may be set forth in the Organizational Documents of such Target Entity. Each of the Target Entities’ respective jurisdiction of incorporation, formation or organization is set forth on Section 3.2(a) of the Seller Disclosure Schedules. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedules, none of the Target Entities have any issued or outstanding Capital Stock.

(c) The Purchased Venture Equity Interests set forth on Section 3.2(c) of the Seller Disclosure Schedules as being owned by Sellers or other Target Entities have been duly authorized and validly issued, are fully paid and non-assessable (where applicable) and are owned beneficially and of record by a Seller or Target Entity, free and clear of any Liens other than Permitted Equity Liens.

(d) No Target Entity owns any Capital Stock of any other Person (other than any other Target Entity).

(e) Prior to the date of this Agreement, Sellers have delivered or made available to Purchaser true, correct and complete copies of the Organization Documents of each Target Entity, as set forth on Section 3.2(e) of the Seller Disclosure Schedules. Such Organizational Documents are in full force and effect, and have not been amended, and the Target Entities are not in violation of any provision of their respective Organizational Documents in any manner that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. No Target Entity is a party to any voting trusts, proxies, or other shareholder or similar agreements or understandings with respect to the voting, purchase, repurchase or transfer of its respective Capital Stock. None of the Target Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the shareholders of such Target Entity on any matter. No Target Entity is under any obligation, or is bound by any Contract pursuant to which it may become obligated to, (i) declare, make or pay any dividends or distributions, whether current or accumulated or due or payable, or (ii) make any loan to, investment in, or capital contribution to, any Person.

Section 3.3 Authority; Execution and Delivery; Enforceability. Subject to the Bankruptcy Court’s entry of the Bidding Procedures Order, the Sale Order, the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option) and any other order necessary to consummate the Transaction, such Seller has all necessary power and authority to execute this Agreement and the other Transaction Documents to which it is or will be a party, to carry out and perform its obligations hereunder or thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby (subject to the entry of the Bidding Procedures Order, the Sale Order and, in the case of the obligation to consummate the Transaction, to the entry of the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option)). The

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execution and delivery by such Seller or any Target Entity of this Agreement and the other Transaction Documents to which it is a party and the consummation by Sellers of the Transaction and the other transactions contemplated hereby and thereby have been, or in the case of documents to be executed at the Closing will be, duly authorized by all necessary corporate or other action of Sellers and the Target Entities (subject to the entry of the Bidding Procedures Order, the Sale Order, the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option) and any other orders necessary to consummate the Transaction) and no other corporate proceedings, consents or approvals on the part of such Seller or any Target Entity are necessary to authorize this Agreement, the others Transaction Documents or to consummate the Transaction or any other transactions contemplated hereby or thereby. Each Seller has duly executed and delivered this Agreement, and the Transaction Documents to be executed at the Closing, will be, duly executed by the applicable Seller or Target Entity, and assuming due authorization, execution and delivery by Purchaser, this Agreement constitutes, and, when executed by the applicable Seller or Target Entity, the other Transaction Documents will constitute, subject to the entry of the Bidding Procedures Order, the Sale Order, the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option) and any other orders necessary to consummate the Transaction, their respective legal, valid and binding obligations of such Person, enforceable against such Person in accordance with their terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law) and approval of the Sale Order or the Confirmation Order (as applicable) by the Bankruptcy Court.

Section 3.4 No Conflicts; Consents. Subject to the entry of the Sale Order or the Confirmation Order (as applicable), the execution and delivery by such Seller of this Agreement and the execution of and delivery by Sellers, as applicable, of the other Transaction Documents, does not, and the consummation by Sellers of the Transaction and the other transactions contemplated hereby and thereby, and the compliance by Sellers, as applicable, with the terms hereof and the terms of the Transaction Documents to which such Person will be a party, do not and will not, require any consent, notice, authorization or approval under, result in the loss of any material benefit under, require any material payment pursuant to, conflict with, or result in any material violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Lien (other than Permitted Liens (except on the Capital Stock of the Target Entities, which shall only be subject to Permitted Equity Liens)) upon any of the Purchased Assets under, any provision of (a) the Organizational Documents of (1) such Seller or (2) any Target Entity, (b) any Judgment or Law applicable to the Business, the Purchased Assets or the Assumed Liabilities, or to which Seller or any Target Entity is subject, (c) any collective bargaining or works council Contract to which any Business Employees are subject, (d) any material Contract or Real Property Lease relating to the Business or any Target Entity, or (e) any material Business Permit. No Approval of any Governmental Entity is required to be obtained or made by or with respect to Sellers or the Target Entities in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the Transaction and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national

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security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) in respect of any Permits set forth on Section 3.4 of the Seller Disclosure Schedules, (iii) notices, filings, consents and orders required in connection with the Chapter 11 Cases (including the entry of the Sale Order or the Confirmation Order (as applicable) by the Bankruptcy Court) and (iv) those that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

Section 3.5 Proceedings. Other than the Chapter 11 Cases, there are no Proceedings pending or, to the Knowledge of Sellers, otherwise threatened in writing, against Sellers or the Target Entities with respect to the Business, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. None of the Target Entities or the Purchased Assets are subject to any continuing order of, settlement contract or similar written contract with, any Governmental Entity.

Section 3.6 Financial Statements; Absence of Undisclosed Liabilities.

(a) Section 3.6 of the Seller Disclosure Schedules contains true, correct and complete copies of an unaudited balance sheet and income statement of the Business for the year ended December 31, 2018 and an unaudited balance sheet and income statement of the Business for the six (6)-month period ending June 30, 2019 (collectively, the “Unaudited Statements”). Subject to Section 3.6(a) of the Seller Disclosure Schedules, the Unaudited Statements were derived from the books and records of the Business and, taken as a whole, fairly present in all material respects the assets and liabilities of the Business as of the applicable balance sheet date and, where applicable, the revenue and expense of the Business for the applicable periods set forth therein and the financial condition and the results of operations of the Business as of the dates specified therein, and, where applicable, for the respective periods covered therein, it being understood that the amounts therein relating to Lummus Consultants and the Sellers’ Sonozaire business shall be disregarded for purposes of this Section 3.6(a). Section 3.6(a) of the Seller Disclosure Schedules sets forth the true, correct and complete amounts of the Business’ contract backlog as of the relevant dates or periods set forth on Section 3.6(a) of the Seller Disclosure Schedules.

(b) The Additional Audited Financial Statements, when delivered pursuant to Section 5.18 and the financial statements contemplated by clause (a) of the definition of Required Financial Information when delivered, will (i) have been prepared in all material respects on the basis of preparation outlined in Section 3.6(b) of the Seller Disclosure Schedules, (ii) be prepared from the books and records of the Business and (iii) fairly present in all material respects the assets and liabilities of the Business as of the applicable balance sheet date and the revenue and expense of the Business for the applicable periods set forth therein and the financial condition and the results of operations of the Business as of the dates specified therein for the respective periods covered therein.

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(c) The Business does not have any Liabilities of a type required by GAAP to be reflected in the Additional Audited Financial Statements, other than Liabilities that: (i) will be reflected or reserved against in the Additional Audited Financial Statements, (ii) were incurred since June 30, 2019 in the ordinary course of business, consistent with past practice, (iii) are Retained Liabilities, (iv) will be discharged or paid off prior to or at the Closing without any Liability to Purchaser and its Affiliates, (v) arise under this Agreement or the other Transaction Documents or (vi) would not, individually or in the aggregate, reasonably be expected to be material to the Business.

(d) Section 3.6(d) of the Seller Disclosure Schedules lists all Indebtedness for borrowed money of Sellers and their Affiliates (i) with respect to which any Target Entity is a guarantor or is otherwise liable in any manner or (ii) that is secured by a Lien on any Purchased Asset (including any Purchased Entity Shares) or any asset of a Target Entity.

(e) (i) The system of internal controls over financial reporting in respect of the Business is sufficient to provide reasonable assurance in all material respects that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, consistently applied and (ii) the accounting controls in respect of the Business are sufficient to provide reasonable assurances in all material respects that (A) transactions are executed in accordance with management’s general or specific authorization and (B) transactions are recorded as necessary to permit the accurate preparation of consolidated financial statements in accordance with GAAP. Except as set forth on Section 3.6(e) of the Seller Disclosure Schedules, since June 30, 2019, none of the Sellers or any of their respective Affiliates has received any material complaint, allegation, assertion or claim, in each case, in writing, regarding deficiencies in the accounting or auditing practices, procedures, methodologies, methods, or internal accounting controls, in each case, in respect of the Business.

Section 3.7 Absence of Changes or Events.

(a) Except for the Chapter 11 Cases, or as set forth on Section 3.7(a) of the Seller Disclosure Schedules, since June 30, 2019 through the date of this Agreement, the Business has been conducted in all material respects in the ordinary course consistent with past practice.

(b) Except as set forth on Section 3.7(b) of the Seller Disclosure Schedules, since June 30, 2019 through the Closing Date, there has not occurred any event, change, or development that has had or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

Section 3.8 Title and Condition; Sufficiency of Assets.

(a) Except as would not be material to the Business, taken as a whole, Sellers and the Target Entities together have good and valid title to all of the owned tangible Purchased Assets and valid leasehold interest in all the leased tangible Purchased Assets, free and clear of any Liens other than Permitted Liens.

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(b) At the Closing, assuming the receipt of all Approvals required for the transfer, conveyance and assignment of such Purchased Assets, Sellers will transfer, convey and assign good and valid title to the Purchased Assets (including record and beneficial ownership of all Purchased Entity Shares and Purchased Venture Equity Interests) and the right to use leased or licensed Purchased Assets, in each case free and clear of all Liens (except for Permitted Liens with respect to the Purchased Assets and Permitted Equity Liens with respect to the Purchased Entity Shares and Purchased Venture Equity Interests). The Tangible Personal Property included in the Purchased Assets is in good operating condition and repair (except for normal wear and tear) in all material respects.

(c) Except as set forth on Section 3.8(c) of the Seller Disclosure Schedules, as of the Closing, the Purchased Assets (including the Purchased Entity Shares, the Purchased Venture Equity Interests and the assets held by the Target Entities and their respective Subsidiaries), (i) taking into account the services contemplated by the Transition Services Agreement (and the assets utilized by MII and its Affiliates (other than the Target Entities) named as a party thereto in connection with the provision of such services) and the Surviving Intercompany Arrangements and any arrangements contemplated by Section 2.13, Section 5.10(b) or Section 5.27(b) and (ii) assuming all Approvals, Business Permits and Environmental Permits have been obtained or transferred, will (1) constitute all of the assets necessary for Purchaser and its Affiliates to conduct the Business following the Closing in all material respects in the manner currently conducted by Sellers and their Subsidiaries and (2) include all of the assets reflected in the 2019 Audited Additional Financial Statements (acknowledging that the classification of such assets as set forth in the 2019 Audited Additional Financial Statements may have changed since the date of the 2019 Audited Additional Financial Statements), excluding (x) Cash Amounts, (y) Excluded Assets and (z) assets properties, Contracts, rights and claims that (A) have been sold, transferred or otherwise disposed of in compliance with the covenant set forth in Section 5.1(b)(iv)(C), applied as if such covenant were in effect from and after the Measurement Time and (B) have become obsolete in the ordinary course of business (or with respect to rights under Contracts, excluding Contracts that have expired or terminated in accordance with their terms), in each case for purposes of this clause (z) since the date of the 2019 Audited Additional Financial Statements.

(d) The Transferred Permits are sufficient to conduct the Business following the Closing in the manner currently conducted by Seller and its Affiliates during the twelve (12)-month period immediately prior to the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

Section 3.9 Intellectual Property.

(a) Section 3.9(a) of the Seller Disclosure Schedules sets forth a true and complete list of all applications for Patents or to register Marks and copyrights, all issued Patents, and all registrations for both Marks and copyrights, in each case, that are material to the Business, owned by a Seller or a Target Entity and that are included in the Owned Intellectual Property (collectively, the “Registered IP”). Except as would not reasonably be expected to be material to the Business, all of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Schedules are valid, subsisting and in full force and effect, and have not expired or been canceled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made.

(b) Except as set forth on Section 3.9(b) of the Seller Disclosure Schedules or as would not reasonably be expected to be material to the Business: (i) none of the Owned Intellectual Property is subject to any Judgment adversely affecting the use thereof or rights thereto by a Seller or Target Entity; (ii) there is no opposition or cancellation Proceeding pending or, to

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the Knowledge of Sellers, threatened, against a Seller or Target Entity concerning the ownership, validity, enforceability or infringement of any Owned Intellectual Property; (iii) to the Knowledge of Sellers, no Person is infringing, misappropriating, or otherwise violating any Owned Intellectual Property; and (iv) the conduct of the Business and the Owned Intellectual Property do not infringe, misappropriate or otherwise violate any Intellectual Property or other proprietary rights of any other Person, and there is no action pending or, to the Knowledge of Sellers, threatened, alleging any such infringement, misappropriation or other violation, and no Seller or Target Entity has received any written notice within the two (2)-year period prior to the date of this Agreement alleging any such infringement, misappropriation or other violation.

(c) Except as set forth on Section 3.9(c) of the Seller Disclosure Schedules, none of the Sellers or the Target Entities has entered into any Contract that grants any license, sublicense or other rights to any third party with respect to any Owned Intellectual Property, except for (i) non-exclusive licenses or sublicenses granted in the ordinary course of business and (ii) licenses, sublicenses, or other rights the loss or termination of which would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect (the Contracts set forth on Section 3.9(c) of the Seller Disclosure Schedules, the “IP Contracts”).

(d) Except as would not reasonably be expected to be material to the Business, the applicable Sellers or Target Entities (i) own, free and clear of all Liens (other than Permitted Liens), all Owned Intellectual Property and (ii) license or otherwise possess rights to use all other Business Intellectual Property. Upon the Closing, Purchaser or the Target Entities will own or, taking into account the services contemplated by the Transition Services Agreement and licenses granted to Purchaser and the Target Entities in Section 5.10(b) and Section 5.27(b), have the right to use all Business Intellectual Property on substantially similar terms and conditions as the Business enjoyed immediately prior to the Closing, assuming that all Approvals are obtained.

(e) Each of the Sellers and the Target Entities, as applicable, has taken commercially reasonable steps to protect and maintain the material Owned Intellectual Property, including as it relates to trade secrets and all personal data, including personally identifiable information (“PII”) stored in their respective computer systems, and to the Knowledge of Sellers, except as set forth on Section 3.9(e) of the Seller Disclosure Schedules, there are no unauthorized uses or disclosures of any such Owned Intellectual Property or PII, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Since January 1, 2016, each of the Sellers and the Target Entities has secured, or has a policy to secure, valid written confidentiality and assignment agreements from all consultants, contractors and employees who contribute or have contributed to the creation, conception, reduction to practice or other development of any Intellectual Property developed on behalf of the Sellers or Target Entities, except as would not reasonably be expected to be material to the Business.

(f) To the Knowledge of Sellers, (i) all Software and Information Technology material to the Business perform in material conformance with their documentation and are free from any material software defect or virus, (ii) no proprietary Software material to the Business uses any “open source” code or similar software in such a way as would require disclosure or licensing of, or waiver of any rights with respect to, any such proprietary Software or any other Owned Intellectual Property, and (iii) Sellers and the Target Entities have not provided and are not obligated to provide to any other Person current or contingent possession of any proprietary source code material to the Business.

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(g) The Business has a privacy policy regarding the collection and use of PII (the “Privacy Policy”). Sellers and the Target Entities are in material compliance with all applicable Laws regarding the collection, use and protection of PII and with the Privacy Policy. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not, in any material respect, violate the applicable Laws or the Privacy Policy as it currently exists or as it existed at any time during which any personal data, including any PII, was collected or obtained by the Business and, upon the Closing, the Business will own and continue to have the right to use all such PII on substantially similar terms and conditions as the Business enjoyed immediately prior to the Closing. No Proceedings are pending or, to the Knowledge of Sellers, threatened against any Seller or the Target Entities relating to the collection or use of PII.

Section 3.10 Real Property.

(a) (i) All Owned Real Property is listed in Section 3.10(a)(i) of the Seller Disclosure Schedules and (ii) all Leased Property is listed in Section 3.10(a)(ii) of the Seller Disclosure Schedules. All Real Property Leases and amendments, guaranties or other agreements relating thereto are listed in Section 3.10(a)(iii) of the Seller Disclosure Schedules. Except as set forth on Section 3.10(a)(iv), of the Seller Disclosure Schedules, the Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.

(b) Except as set out in Section 3.10(b) of the Seller Disclosure Schedules, the applicable Sellers or Target Entities have good, legal and valid fee (or its equivalent) title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. As of the date hereof, there exists no default under any restrictive covenants or other instruments affecting the Owned Real Property or any event that with the lapse of time or the giving of notice or both would constitute such a default, and neither Seller nor any of its Subsidiaries has received written notice of any default under any such restrictive covenants or other instruments affecting the Owned Real Property that, as of the date of this Agreement, remains uncured, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

(c) The applicable Sellers or Target Entities have a valid leasehold estate in all Leased Real Property as lessee or sublessee, in each case, free and clear of all Liens, other than Permitted Liens and other than as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Prior to the date of this Agreement, Seller has provided Purchaser with a true and complete copy of each Real Property Lease and all amendments, guaranties and other agreements relating thereto. All Real Property Leases are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law), except as would not reasonably be expected to have, individually or in the aggregate, a Business Material

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Adverse Effect. No written notices of default under any Real Property Lease have been sent or received by any of the Sellers or Target Entities that, as of the date of this Agreement, remain uncured, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. No Seller or Target Entity, as applicable, nor, to the Knowledge of the Seller, any other party to a Real Property Lease is in default under any Real Property Lease and no event has occurred and no condition or act exists with respect to any of the Sellers or the Target Entities or, to the Knowledge of the Seller, with respect to any other contracting party, that with notice or lapse of time or both would constitute a default, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

(d) None of the Owned Real Property or Leased Real Property has been leased, subleased, licensed, or sublicensed to any other Person.

(e) As of the date hereof, no condemnation or eminent domain proceeding is, to the Knowledge of Seller, pending or threatened with respect to any of the Real Property.

Section 3.11 Contracts.

(a) Section 3.11(a) of the Seller Disclosure Schedules sets forth as of the date of this Agreement a true, correct and complete list of the following Contracts (other than purchase orders and invoices) (1) to which any Seller or Target Entity is a party and (2) which is primarily related to the Business and which is Purchased Asset (together with the IP Contracts, the “Material Contracts”):

(i) any Contract or group of Contracts with a Significant Customer that is material to the Business;

(ii) any Contract or group of Contracts with a Significant Supplier that is material to the Business;

(iii) any Contract or group of Contracts containing a minimum purchase requirement (or similar “take-or-pay” provisions) for the Business to purchase during the twelve (12)-month period immediately following, or pursuant to which the Business has purchased during the twelve (12)-month period immediately preceding the Measurement Time, in the aggregate, a minimum of $2,000,000 of goods and/or services on an annual basis;

(iv) any Contract or group of Contracts containing a minimum supply commitment for the Business to sell during the twelve (12)-month period immediately following, or pursuant to which the Business has sold during the twelve (12)-month period immediately preceding, the date hereof, in the aggregate, a minimum of 2,000,000 of goods and/or services on an annual basis;

(v) any Contract or group of Contracts pursuant to which the Business has backlog in excess of $5,000,000 as of the date of this Agreement;

(vi) any Contract or group of Contracts requiring future capital expenditure obligations of the Business in excess of $1,000,000;

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(vii) any Contract or group of Contracts relating to any acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which, after the Closing, the Business will have a material obligation with respect to an “earn out,” contingent purchase price, guarantee, or similar contingent payment obligation or any other contingent obligation (including an indemnity obligation);

(viii) any material joint venture, partnership or other similar agreement involving co-investment with a third party;

(ix) any Contract or group of Contracts relating to any interest rate transaction or any hedge, collar, option, forward purchasing, swap, derivative or similar Contract or group of Contracts with a nominal value as of the date hereof greater than $1,000,000;

(x) any Contract or group of Contracts containing covenants (A) that would restrict or limit in any material respect the ability of the Business or any Target Entity after the Closing to compete in any business or with any Person or in any geographic area or (B) that grants “most favored nation” or similar best available pricing terms; and

(xi) any Contract evidencing Funded Debt that constitutes an Assumed Liability.

(b) True, correct and complete copies of each Material Contract, including all material amendments, supplements and modifications thereto, and a summary of the terms of each oral Material Contract, have been made available to Purchaser. Each Material Contract is in full force and effect and is valid, binding and enforceable against the Seller or Target Entity party thereto and, to the Knowledge of Sellers, each of the other parties thereto, in accordance with its terms, in each case, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law), except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. None of the Sellers, the Target Entities, nor, to the Knowledge of Sellers, any other party to a Material Contract is in breach or violation of, or default under, any Material Contract and, to the Knowledge of Sellers, no event has occurred and no condition or act exists with respect to any the of the Sellers, the Target Entities, or with respect to any other contracting party, that with notice or lapse of time or both would constitute a breach or default (whether by lapse of time or notice or both), except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. None of the Sellers nor the Target Entities nor, to the Knowledge of Sellers, any of their Affiliates has received written notice of termination of any Material Contract.

Section 3.12 Compliance with Applicable Laws; Permits.

(a) None of the Sellers, the Target Entities, nor the Business, is, or in the last three (3) years has been (i) in violation of any Law or Judgment applicable to the conduct of the Business, or (ii) subject to any actual or threatened enforcement action or investigation by any Governmental Entity that has jurisdiction over the operations of the Business, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

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(b) In the last three (3) years, none of the Sellers, the Target Entities nor the Business has violated any applicable Trade Law or Antitrust Law applicable to the conduct of the Business in any material respect.

(c) The applicable Sellers and the Target Entities hold all Permits necessary for the conduct of the Business as presently conducted (the “Business Permits”), other than any such Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Section 3.12(c) of the Seller Disclosure Schedules of the Seller Disclosure Schedules sets forth a true, correct and complete list of each Business Permit other than immaterial registrations obtained in the ordinary course of business. The applicable Sellers, the Target Entities, and the Business are in compliance with the terms of the Business Permits, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. None of the Sellers, the Target Entities or, to the Knowledge of Sellers, any of their Affiliates has received written notice of any Proceeding related to the revocation, withdrawal, modification or termination of any material Business Permit.

(d) In the last five (5) years, none of the Target Entities, the Sellers, or any of their respective directors, officers, or employees, nor, to the Knowledge of Sellers, any of their respective agents, representatives, or any Person acting on their behalf has violated, in any material respect, any applicable Anti-Corruption Law.

(e) The Target Entities and Sellers have implemented and maintain internal controls reasonably designed to ensure compliance, in all material respects, with applicable Laws; and the Target Entities and Sellers maintain accurate books and records in compliance with such Laws.

(f) In the last five (5) years, (i) there has been no action taken by the Target Entities, Sellers, or any director, officer, or employee of the Target Entities or Sellers, or, to the Knowledge of Sellers, any agent, representative or any other Person acting on behalf of the Target Entities or Sellers in material violation of any applicable Trade Law, (ii) neither the Target Entities nor Sellers has been convicted of violating, in any material respect, any applicable Trade Law or subjected to any investigation by a Governmental Authority for any material violation of any applicable Trade Law, (iii) neither the Target Entities nor Sellers has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to noncompliance with any applicable Trade Law and (iv) neither the Target Entities nor Sellers has received any written notice or citation from a Governmental Authority or any other Person related to any actual or potential material noncompliance with any applicable Anti-Corruption Law or Trade Law.

(g) Neither the Target Entities, Sellers nor any Person that controls the Target Entities or Sellers is a Sanctioned Person. Neither the Target Entities nor Sellers conducts any business with, or has any plans to conduct business with, any Sanctioned Country, whether directly or indirectly.

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(h) In the last five (5) years, neither the Sellers nor any Target Entity has received from any Governmental Authority or any other Person any written notice of any material violation or alleged violation of any applicable Anti-Corruption Laws or conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Authority concerning, any actual or alleged violation of any applicable Anti-Corruption Laws.

Section 3.13 Environmental Matters. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect:

(a) Sellers and the Target Entities are, and for the past three (3) years have been, in compliance with all applicable Environmental Laws with respect to the Business;

(b) the applicable Sellers and the Target Entities hold all Permits with respect to Environmental Laws necessary for the operation of the Business as presently conducted (the “Environmental Permits”);

(c) the applicable Sellers and the Target Entities are, and for the past three (3) years have been, in compliance with the terms of the Environmental Permits;

(d) there are no suits, actions or Proceedings pending or, to the Knowledge of Sellers, threatened against any Seller or Target Entity alleging a violation of or Liability under Environmental Laws or Environmental Permits with respect to the Business or any Owned Real Property or Transferred Leased Real Property;

(e) no Seller or Target Entity has assumed by Contract (other than any Real Property Lease) any Liability pursuant to Environmental Laws with respect to the Business and the Owned Real Property or Transferred Leased Real Property, and no Seller or Target Entity is subject to any order or decree of settlement with any Governmental Entity or any settlement with any Person imposing Liability or obligations under Environmental Laws; and

(f) there is no pending or, to the Knowledge of Sellers, threatened, investigation of the Business, or the Owned Real Property or Transferred Leased Real Property, by any Governmental Entity under any Environmental Laws, and there is no Contamination at any Owned Real Property or Transferred Leased Real Property or, to the Knowledge of Sellers, any other location where a Seller or Target Entity has disposed or arranged for the disposal of any Hazardous Materials, which in each case has resulted or would reasonably be expected to result in the Target Entities incurring any Liability pursuant to any Environmental Law.

Section 3.14 Taxes.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, with respect to the Purchased Assets, the Assumed Liabilities, and the Business, and, without duplication, the Target Entities, (i) all Tax Returns required to be filed have been timely filed (taking into account extensions) and all such Tax Returns are correct, accurate and complete; (ii) all Taxes due and payable (whether or not shown as due on a Tax Return) have been timely paid (other than any Taxes not due on the date of the filing of the Chapter 11 Cases as to which subsequent payment was or is prohibited by reason of the Chapter 11 Cases); (iii) adequate provision has been made at the Target Entities for any Taxes

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not yet due and payable for all taxable periods, or portions thereof, ending on or before the date hereof; (iv) there is no pending Tax Proceeding by any Taxing Authority with respect to any Taxes and no such Tax Proceeding has been threatened in writing; (v) all applicable Laws relating to the withholding of Taxes, and all applicable information reporting requirements relating to Taxes, have been complied with; and (vi) there are no Liens for Taxes upon any of the Purchased Assets other than Permitted Liens. Sellers have given or otherwise made available to Purchaser true, correct and complete copies of all material Tax Returns, audit reports, examination reports and statements of deficiencies for taxable periods, or for transactions consummated, for which the applicable statutory periods of limitation have not yet expired.

(b) No outstanding waiver of any statute of limitation on or extension of the period for the assessment or collection of any Tax has been executed or requested with respect to any of the Purchased Assets.

(c) (i) No claim has ever been received from a Taxing Authority in writing that any of the Target Entities is or may be subject to Tax in a jurisdiction in which it does not file Tax Returns, (ii) any adjustment to the Taxes of any of the Target Entities made by a Taxing Authority, which adjustment is required to be reported to other applicable Taxing Authorities, has been so reported and (iii) none of the Target Entities has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4.

(d) None of the Target Entities has or has had a permanent of fixed establishment, branch, residence or other taxable presence, as defined in any applicable Tax Law in any country outside its country of formation. Each of the Target Entities is, and has been since formation or incorporation, a tax resident of the country of its formation or incorporation and such tax residency has never been challenged by any Taxing Authority. Each of the Target Entities has properly and in a timely manner documented its transfer pricing methodology in compliance with Section 482 and 6662 of the Code and the Treasury Regulations promulgated thereunder and any similar provisions under any state, local, or non-U.S. Tax Law.

(e) None of the Target Entities is a party to or is subject to any Contract or agreement relating to the sharing, allocation or payment of, or indemnity for, any Taxes, other than (i) any such Contract or agreement entered into in the ordinary course of business consistent with past practice and for which Taxes are not the principal subject matter and (ii) the Existing CIT Fiscal Unity and the Existing VAT Fiscal Unity.

(f) Each of the Target Entities has properly collected and retained all material records necessary to support any Tax credit, refund, or rebate claims, and have only made such claims in accordance with Law.

(g) There are no closing agreements pursuant to Section 7121 of the Code or any similar provision of state, local, or non-U.S. Tax law, or private letter rulings from the Internal Revenue Service or a comparable ruling of any other Taxing Authority, with respect to any of the Purchased Assets.

(h) None of the Target Entities has liability for Taxes of any Person under Treasury Regulation Section 1.1502-6, Treasury Regulation Section 1.1502-78, or any similar provision of state, local, or non-U.S. Tax law, as a transferee or successor, by contract, or otherwise.

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(i) None of the Target Entities will be required to include in any taxable period ending after the Closing Date an amount of material taxable income attributable to income that accrued but was not recognized in any taxable period prior to the Closing Date (or to exclude from taxable income in a taxable period ending after the Closing Date any deduction the recognition of which was accelerated from such taxable period to a taxable period prior to the Closing Date) as a result of (i) application of Section 481 of the Code, (ii) any method of accounting employed (including the long-term contract method, completed contract method of accounting or cash method of accounting), or (iii) the use of the installment method pursuant to Section 453 of the Code, or, in each case, comparable provisions of state, local or non-U.S. Tax law.

(j) Each of the Purchased Ventures has a valid election in effect under Section 754 of the Code.

(k) None of the Target Entities has made any election pursuant to Section 965(h) of the Code or will be required to include any amount in taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of the application of Section 965 of the Code.

(l) Since its applicable date of formation, each of the Target Entities has had the U.S. federal income Tax classification set forth on Section 3.14(l) of the Seller Disclosure Schedules.

(m) Sellers and the Target Entities have maintained and obtained reasonably complete, correct and up to date records, invoices and other documents (including for transfer pricing purposes), as the case may be, appropriate or requisite for purposes of any applicable Law relating to Tax and have reasonably preserved all records, invoices and other documents in the form and for the periods as are required by Tax Law.

(n) All material transactions between any Target Entity and any of the Sellers were effected on arm’s length terms.

(o) No Target Entity claimed the application of a Tax Facility that on the Closing Date is still subject to a claw-back or reversal provision under any applicable Law;

(p) Except in respect of Lummus Technology Heat Transfer B.V., no decision (beschikking) has been issued for the inclusion of any Target Entity in any VAT Fiscal Unity.

Section 3.15 Labor Relations; Employees and Employee Benefit Plans.

(a) Section 3.15(a) of the Seller Disclosure Schedules sets forth a list of each material Transferred Benefit Plan and each material Seller Benefit Plan as of the date of this Agreement. Sellers have made available to Purchaser correct and complete copies of each material Transferred Benefit Plan and each material Seller Benefit Plan (or, to the extent that no such copy exists, an accurate written description thereof). In addition, with respect to each material Transferred Benefit Plan, Sellers have made available to Purchaser, to the extent applicable, (i) any related trust agreement or other funding instrument and (ii) the most recent financial statements and actuarial valuation reports.

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(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter (or in the case of a master or prototype plan, a favorable option letter, or in the case of a volume submitted plan, a favorable advisory letter) as to its qualification.

(c) No Transferred Benefit Plan is subject to Title IV of ERISA. None of the Target Entities sponsors, maintains or contributes to, or is obligated to contribute to, or has any material Liability (whether actual or contingent) with respect to, a plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, including a Multiemployer Plan. Except as set forth on Section 3.15(c) of the Seller Disclosure Schedules, no Benefit Plan provides for retiree health or life insurance benefits or coverage to any Business Employee (other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, or any similar Laws). Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, with respect to each Benefit Plan subject to Title IV of ERISA: (i) there has been no cessation of operations at facility in the last six (6) years that has resulted in Liability to any Target Entity under Section 4062(e) of ERISA that remains outstanding as of the date of this Agreement; and (ii) neither Seller nor any of its Subsidiaries has (A) engaged in transactions described in Section 4069 or 4212(c) of ERISA that would reasonably be expected to result in Liability of any Target Entity or Purchased Venture after the Closing Date or (B) incurred any Liability under Title IV of ERISA that remains unsatisfied as of the date of this Agreement.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, all International Benefit Plans that are Transferred Benefit Plans: (i) that are intended to qualify for special tax treatment meet all requirements for such treatment, and no event has occurred that would reasonably be expected to adversely affect the qualification of such International Benefit Plans; and (ii) that are intended to be funded and/or book-reserved are fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions.

(e) Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to any Target Entity: (i) each Transferred Benefit Plan has been administered, maintained, and operated in compliance with its terms and applicable Law; (ii) all contributions (including employer contributions and employee salary reduction contributions), premiums and expenses required to be made by Law or by the terms of a Transferred Benefit Plan or any agreement relating thereto have been duly and timely paid or have been properly accrued for on the Business Financial Statements, and will have been made or properly accrued as of the Closing; (iii) there are no claims, lawsuits, investigations, inquiries, audits, assessments, Proceedings or arbitrations (other than routine claims for benefits) pending or, to the Knowledge of any Seller, threatened in writing, against or arising out the Transferred Benefit Plans; (iv) there are no outstanding Liabilities for Taxes, penalties or fees with respect to any Transferred Benefit Plans; and (v) each Transferred Benefit Plan that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(f)(1) of the Code) is in compliance with Section 409A of the Code and the regulations thereunder.

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(f) Except as disclosed in Section 3.15(f) of the Seller Disclosure Schedules, neither the execution of this Agreement nor the consummation of the Transaction (whether alone or together with any other events) will result in (i) any of the following with respect to any Business Employee, Former Business Employee, or consultant or director of the Business: (A) any material severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (B) any material payment, compensation or benefit, or material increase in the amount of any payment, compensation or benefit that is a Liability of the Business, (C) the acceleration of the time of payment or vesting or any funding (through a grantor trust or otherwise) of compensation or benefits; or (ii) the payment or deemed payment (whether in cash, property, the vesting of property or otherwise) of any amount that would, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code.

(g) Set forth in Section 3.15(g) of the Seller Disclosure Schedules is a true and correct list, as of the date of this Agreement, of each collective bargaining and works council agreement of such Seller or any of its Affiliates to which any Business Employees are subject. During the two (2)-year period immediately prior to the date of this Agreement, there have been no strikes or lockouts involving Business Employees, except for such strikes or lockouts which would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. There is no organizational effort being made or, to the Knowledge of Seller, threatened by or on behalf of any collective bargaining union, works council or other employee representative or labor organization with respect to any Business Employees.

(h) Seller and the Target Entities have, to the extent required by Law, duly informed, consulted, and received the consent of each works’ council, or similar representative body, or each trade union, or otherwise satisfied any applicable procedural and substantive requirements vis-à-vis any applicable works’ council or similar representative body, in connection with the entering into of this Agreement.

(i) Except as would not reasonably be expected to have a Business Material Adverse Effect, with respect to the Business Employees and Former Business Employees, Seller and its Subsidiaries are, and for the last three (3) years have been, in compliance with all applicable Laws relating to employment, employment practices, terms and conditions of employment, wages and hours, unfair labor practices, equal employment opportunity, affirmative action and other hiring practices (including, without limitation, timing and usage of criminal conviction information for job applicants), immigration, workers’ compensation, unemployment, the payment of social security and other employment-related taxes, employment standards, employment of minors, health and safety, labor relations, unions, withholdings, meal and rest periods, insurance, employee benefits, pay equity, employee classification, and family and medical leave.

(j) Section 1.1(a)(i) of the Seller Disclosure Schedules contains a true, complete and correct list of (i) each employee of Seller or any of its Subsidiaries who is primarily dedicated to supporting the Business, (ii) each Target Entity Employee and (iii) each Target Dedicated Employee, and each such employee’s title. Without limitation to clauses (G) through (J) in Section 5.1(b)(xvii), Seller shall provide Purchaser with an updated schedule to reflect all employee terminations and hires, if any, following the date hereof, in each case as soon as practical following such termination or hire, but in no event later than the earlier of (x) fourteen (14) calendar days following such termination or hire and (y) fourteen (14) calendar days prior to the Closing.

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(k) There has been no “mass layoff” or “plant closing” (as defined under the Worker Adjustment and Retraining Notification Act (29 USC §2101 et seq.) (“WARN Act”)), nor have there been employment losses sufficient in number to trigger any notice obligation under any similar non-U.S., state or local Law with respect to any Target Entity within the past six (6) months. No Target Entity has incurred any material liability under the WARN Act, or any similar non-U.S., state or local Law that remains unsatisfied.

Section 3.16 Intercompany Arrangements. Except as set forth on Section 3.16 of the Seller Disclosure Schedules, there are no material Contracts between or among Sellers, on the one hand, and any of the Target Entities, on the other hand, with respect to the conduct of the Business, other than the Transaction Documents and the Organizational Documents of the Target Entities. Section 3.16 of the Seller Disclosure Schedules sets forth a true, correct and complete list of all material Contracts between or among Seller, on the one hand, and any of the Target Entities, on the other hand, with respect to the conduct of the Business (collectively, the “Intercompany Arrangements”).

Section 3.17 Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transaction and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Seller or any of its Subsidiaries (including the Target Entities) for which Purchaser or any of its Affiliates (including the Target Entities following the Closing) would have any Liability.

Section 3.18 Significant Customers. Section 3.18 of the Seller Disclosure Schedules sets forth a true, complete and correct list of the names of the twenty (20) most significant customers (by revenue) of the Business (each, a “Significant Customer”) for the twelve-month period ended December 31, 2019, and the approximate amount for which each such customer was invoiced by the Business during such period (treating affiliated customers as a single customer). To the Knowledge of Sellers, since June 30, 2019, neither Sellers nor any of their respective Subsidiaries have received any written notice from a Significant Customer that such Significant Customer has reduced, or will reduce, in a material respect its purchase of the products or goods purchased from the Business by such Significant Customer.

Section 3.19 Significant Suppliers. Section 3.19 of the Seller Disclosure Schedules sets forth a true, complete and correct list of the names of the twenty (20) most significant suppliers (by dollar volume of purchases) of the Business (each, a “Significant Supplier”) for the twelve-month period ended December 31, 2019, and the approximate amount the Business purchased from each such supplier during such period (treating affiliated suppliers as a single supplier). To the Knowledge of Sellers, since June 30, 2019, neither Sellers nor any of their respective Subsidiaries have received any notice from a Significant Supplier that such Significant Supplier has reduced, or will reduce, in a material respect the supply or availability of the products, equipment, goods or services supplied to the Business by such Significant Supplier.

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Section 3.20 Insurance. Section 3.20 of the Seller Disclosure Schedules lists all material insurance policies and insurance Contracts maintained or held with respect to the Business. To the Knowledge of Sellers, the Business has insurance policies of the type and in the amounts customarily carried by Persons conducting similar businesses (including with respect to size and scope) or as required under Laws. All such policies are in full force and effect, there has not been any material default or denial of any claims or coverage thereunder and no written notice of cancellation or termination has been received by any Seller or Target Entity or, to the Knowledge of Sellers, any of their Affiliates with respect to any such policy. Premiums in respect of each such insurance policy still in effect are or will be fully paid prior to the Closing Date.

Section 3.21 Related-Party Transactions. Section 3.21 of the Seller Disclosure Schedules sets forth a true, correct and complete list as of the date hereof of (a) all Contracts between the Target Entities, on the one hand, and a Business Affiliated Person (other than employment or consulting agreements entered into with any director, manager, officer or employee of any Target Entity in the ordinary course of business or any Benefit Plans), on the other hand, (b) a description of any other material business arrangement or relationship between any Target Entity and any Business Affiliated Person (other than in the case of any director, manager, officer or employee of any Target Entity, employment or consultancy relationships in the ordinary course of business) and (c) any Contract or other arrangement pursuant to which a Business Affiliated Person has any interest in any material asset, real or personal, tangible or intangible used by the Business (clauses (a) through (c), each, an “Affiliate Transaction”). To the Knowledge of Sellers, no Business Affiliated Person conducts any portion of the business of the Business (other than in a capacity as a director, manager, officer or employee of a Target Entity or Seller) or has any interest in any of the assets used in, or necessary to, the business of the Business (other than in its capacity as a direct or indirect equity holder of a Target Entity).

Section 3.22 Lock Box. From the Measurement Time through the Closing, except for Permitted Leakage:

(a) none of the Sellers or any of their Affiliates has, directly or indirectly, through equity repurchases or redemptions or otherwise, received any interest payments, dividends, distributions or other returns of capital from any of the Target Entities, nor is any Seller or any of its Affiliates entitled to, directly or indirectly, receive any of the foregoing, nor has any Seller or any of its Affiliates directed or caused the Target Entities to pay or commit to pay any of the foregoing to any Person on its behalf in satisfaction of any liability, commitment or obligation on the part of any Seller or any of its Affiliates, nor has any of the Target Entities made or committed to make any such payment;

(b) none of the Sellers or any of their Affiliates has, directly or indirectly, received any consulting, advisory, management, service, directors, monitoring fee, bonus or payment of any kind from any of the Target Entities, nor is any Seller or any of its Affiliates entitled to, directly or indirectly, receive any of the foregoing, nor has any Seller or any of its Affiliates directed or caused any of the Target Entities to make or pay, or commit to make or pay, any of the foregoing to any Person on its behalf in satisfaction of any liability, commitment or obligation on the part of any Seller or any of its Affiliates, nor has any of the Target Entities made or committed to make any such payment;

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(c) none of the Sellers or any of their Affiliates has, directly or indirectly, received a loan, guarantee, indemnity or security or similar right (including options and similar rights), is owed any Indebtedness or other similar Liability, commitment or obligation, or received payments in respect of any of the foregoing from the Target Entities, nor is any Seller or any of its Affiliates entitled to, directly or indirectly, receive any of the foregoing, nor has any Seller or any of its Affiliates directed or caused any of the Target Entities to make or pay, or commit to make or pay, any of the foregoing to any Person on its behalf in satisfaction of any liability, commitment or obligation on the part of any Seller or any of its Affiliates, nor has any of the Target Entities made or committed to make any such payment;

(d) except as expressly contemplated by the Pre-Closing Reorganization or otherwise expressly permitted by this Agreement, none of the Target Entities has, other than in the ordinary course of business pursuant to intercompany arrangements that are consistent with the costs and charges reflected in the 2019 Audited Additional Financial Statements, made any purchase of goods or services from, or transferred any assets to, any Seller or any of its Affiliates, nor is any Seller or any of its Affiliates entitled to make any such purchase or receive any such transfer, nor has any Seller or any of its Affiliates, other than in the ordinary course of business pursuant to intercompany arrangements that are consistent with the costs and charges reflected in the 2019 Audited Additional Financial Statements, directed or caused any of the Target Entities to make any purchase of goods or services, or transfer any assets, in respect of any agreement, arrangement or understanding with or otherwise against a Person in satisfaction of any liability, commitment or obligation on the part of any Seller or any of its Affiliates, nor has any of the Target Entities made any such purchase or transfer or committed to make any such purchase or transfer;

(e) none of the Target Entities has advanced expenses to or increased the compensation paid or other compensatory or health and welfare benefits provided by the Target Entities to any Seller or any of its Affiliates, nor is any Seller or any of its Affiliates entitled to have any such advance or increase, nor has any Seller or any of its Affiliates directed or caused any of the Target Entities to advance expenses or increase such compensation or benefits in respect of any agreement, arrangement or understanding with or otherwise against a Person in satisfaction of any liability, commitment or obligation on the part of any Seller or any of its Affiliates, nor has any of the Target Entities advanced such expenses or increased such compensation or benefits or committed to advance such expenses or increase such compensation or benefits; and

(f) none of the Target Entities has made, or committed to make, any gift or charitable payment to or on behalf of any Seller or its Affiliate (the aggregate amount of all distributions or payments of cash or other property described in clauses (a) through (f) and made by the Target Entities and actually received by or benefitted to such Seller or its Affiliates, in each case, after the Measurement Time and prior to the Closing, “Leakage”); provided that any Leakage included in the calculation of Estimated Leakage shall not be deemed a breach of the representations made in this Section 3.22.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in the Purchaser Disclosure Schedules (it being agreed that the disclosure of any matter in any section or subsection in the Purchaser Disclosure Schedules relating to this Article IV shall be deemed to be disclosed for all purposes of this Article IV as long as the relevance of such disclosure to the other Sections or sub-Sections of this Agreement is reasonably apparent on the face of such disclosure that it applies to such Sections or sub-Sections), Purchaser hereby represents and warrants to Sellers as follows:

Section 4.1 Organization, Standing and Power. Purchaser is duly organized, validly existing and in good standing under the Laws of the jurisdiction (where applicable) in which it is organized and has all necessary organizational power and authority to carry on its business as presently conducted, except as would not, or would not reasonably be expected to, materially impair or materially delay the ability of Purchaser to (a) perform its obligations under this Agreement and the other Transaction Documents or (b) consummate the Transaction and the other transactions contemplated hereby and thereby (any such impairment or material delay, a “Purchaser Material Adverse Effect”).

Section 4.2 Authority; Execution and Delivery; Enforceability. Subject to the Bankruptcy Court’s entry of the Bidding Procedures Order, the Sale Order, the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option) and any other order necessary to consummate the Transaction, Purchaser has all necessary power and authority to execute this Agreement and the other Transaction Documents to which it will be a party and, subject to entry of the Sale Order or the Confirmation Order (as applicable) by the Bankruptcy Court, to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which it will be a party and the consummation by Purchaser of the Transaction and the other transactions contemplated hereby and thereby have been, or in the case of the Transaction Documents to be executed at the Closing, will be, duly authorized by all necessary corporate or other action of Purchaser (subject to the entry of the Bidding Procedures Order and the Sale Order and, in the case of the obligation to consummate the Transaction, to the entry of the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option)). Purchaser has duly executed and delivered this Agreement, and the Transaction Documents to be executed by Purchaser at the Closing will be duly executed and delivered by Purchaser, and assuming due authorization, execution and delivery by such other party thereto, this Agreement constitutes, and when executed by Purchaser and the other parties thereto, the Transaction Documents will constitute, its valid and binding obligations of Purchaser, enforceable against it in accordance with their terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law).

Section 4.3 No Conflicts; Consents. The execution and delivery by Purchaser of this Agreement does not, and the consummation by Purchaser of the Transaction and the other transactions contemplated hereby, and the compliance by Purchaser with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser or any of its Subsidiaries under, any provision of (a) the Organizational Documents of Purchaser or any of its Subsidiaries, (b) any Judgment or Law applicable to Purchaser or its

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Subsidiaries, or to which properties or assets of Purchaser or one of its Subsidiaries, or (c) any material Contract to which Purchaser or one of its Subsidiaries is a party, or by which the properties or assets of Purchaser or its Subsidiaries are bound, except, in the case of clauses (b) and (c), for any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect. No Approval of or notification to any Governmental Entity is required to be obtained or made by or with respect to Purchaser or its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transaction and the other transactions contemplated hereby and thereby, other than in respect of (i) any applicable Antitrust Laws and (ii) notices, filings, consents and orders required in connection with the Chapter 11 Cases (including the entry of the Sale Order or the Confirmation Order (as applicable) by the Bankruptcy Court).

Section 4.4 Financial Ability to Perform. Upon consummation of the Debt Financing in accordance with the terms of the Debt Commitment Letters and the Equity Financing in accordance with the terms of the Equity Commitment Letters, Purchaser will have immediately prior to and at the Closing, available, unrestricted funds sufficient to enable Purchaser to perform all of its obligations hereunder, including delivering the Closing Purchase Price and the Purchase Price to Sellers, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Purchaser under the other Transaction Documents. Without limiting Section 9.7 or the provisions of Section 2.4 relating to the commencement and ending of the Marketing Period, in no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing and the Equity Financing) by or to Purchaser or any of its Affiliates or any Fund Affiliates or any other financing transaction be a condition to any of the obligations of Purchaser hereunder.

Section 4.5 Proceedings. There are no Proceedings or claims pending, or, to the Knowledge of Purchaser, threatened, against Purchaser or any of its Affiliates that would reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.6 Financing. Purchaser has provided to Sellers true, correct and complete copies of (i) executed and binding commitment letters dated as of the date hereof (as the same may be amended or replaced in accordance with Section 5.20(a) and including any executed commitment letter or similar agreement for alternate financing, in each case, in accordance with Section 5.20(a), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the debt financing stated therein for the purpose of funding the transactions contemplated by this Agreement (collectively, the “Debt Financing”), (ii) executed fee letters (with fee amounts, pricing caps and other “market flex” terms redacted, so long as such redaction does not cover terms that would reasonably be expected to affect the conditionality, amount, timing, availability or termination of the Debt Financing in connection with the Debt Commitment Letters (such fee letters, the “Fee Letters”), and (iii) executed and binding commitment letters dated as of the date hereof, together with all exhibits, schedules and annexes thereto (collectively, the “Equity Commitment Letters” and, together with the Debt Commitment Letters, the “Commitment Letters”) from each of Haldia Petrochemicals Limited, Rhône Partners V L.P. and Rhône Offshore Partners V L.P. (the “Equity Investors”), pursuant to which the Equity Investors have committed to provide Purchaser with cash equity financing up to an amount stated in each such Equity

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Commitment Letter (collectively, the “Equity Financing” and, together with the Debt Financing, the “Financing”), to which Sellers are express third-party beneficiaries pursuant to the terms and subject to the conditions and limitations thereof. The Commitment Letters and the Fee Letters are valid, binding and enforceable against Purchaser and, to the knowledge of Purchaser, each of the other parties thereto, in accordance with their respective terms, except as such enforceability may be (1) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (2) subject to general equitable principles (whether considered in a proceeding in equity or at law). None of the Commitment Letters or the Fee Letters has been amended or modified prior to the date of this Agreement, and as of the date hereof, the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect and no such withdrawal, rescission, amendment or modification is contemplated by Purchaser (other than potential modifications in accordance with the “market flex” provisions in the Fee Letters as in effect on the date hereof). There are no conditions precedent related to the funding of the full amount of Debt Financing by the Debt Financing Sources or the Equity Financing by the Equity Investors, other than as set forth in or contemplated by the Commitment Letters. As of the date of this Agreement, subject to the satisfaction of the conditions contained in Section 7.1 and Section 7.2, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Purchaser, and to the Knowledge of Purchaser, any other parties thereto, under the Commitment Letters. Purchaser will provide to Sellers any amendments to the Commitment Letters or the Fee Letters (redacted in the same manner as the Fee Letters delivered to the Sellers on or prior to the date hereof) as promptly as possible after execution and delivery thereof. Other than as expressly set forth in the Commitment Letters, there are (i) no agreements, side letters, arrangements or understandings that would, or would reasonably be expected to, (A) impair the enforceability of the Commitment Letters, (B) reduce the aggregate amount of the Financing required to fund the Required Payment Amount, (C) impose new or additional conditions precedent to the Financing, or (D) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letters, in the case of clauses (C) and (D), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing. As of the date of this Agreement, subject to the satisfaction of the conditions contained in Section 7.1 and Section 7.2, to the Knowledge of Purchaser, no fact or occurrence exists that, with or without notice, lapse of time or both, would reasonably be expected to (x) result in any of the conditions precedent to the Financing set forth in the Commitment Letters not being satisfied on the Closing Date, (y) cause any of the Commitment Letters to become ineffective or (z) result in the aggregate proceeds from the Financing, together with any available cash and cash equivalents of the Purchased Entities, not constituting all the funds necessary for the satisfaction of all of Purchaser’s obligations under this Agreement and the payment of the Closing Purchase Price to Sellers (the “Required Payment Amount”) on the Closing Date (provided that Purchaser makes no representation regarding the satisfaction of conditions to the extent relating to Sellers, any Target Entity or the Business). Purchaser has fully paid or caused to be fully paid all commitment fees or other fees that are required pursuant to the Commitment Letters or the related Fee Letters to be paid prior to the date of this Agreement.

Section 4.7 Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transaction and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser or any of its Affiliates for which Sellers or any of their respective Affiliates would have any Liability.

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Section 4.8 Investigation; Acquisition of Shares for Investment. Purchaser has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of the Transaction and the other transactions contemplated by this Agreement. Purchaser confirms that Sellers have made available to Purchaser and its Affiliates and Representatives the opportunity to ask questions of the officers and management of Sellers and the Business, as well as access to the documents, information and records of or with respect to the Purchased Assets, the Assumed Liabilities, the Business and the Target Entities and to acquire additional information about the business and financial condition of the Business, and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the Purchased Assets, the Assumed Liabilities, the Business and the Target Entities. Purchaser is acquiring the Purchased Entity Shares and Purchased Venture Equity Interests for investment purposes and not with a view toward or for offer or sale in connection with any distribution thereof, or with any present intention of offering, distributing or selling any of the Purchased Entity Shares or Purchased Venture Equity Interests. Purchaser acknowledges that the Purchased Entity Shares and the Purchased Venture Equity Interests have not been registered under the securities Laws of any jurisdiction, including the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or any state securities Laws, and agrees that the Purchased Entity Shares and Purchased Venture Equity Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under any such applicable Laws, except pursuant to an exemption from such registration available, or in a transaction not subject to registration, under such Laws and without compliance with any other Laws, in each case, to the extent applicable. Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act, and any Purchased Entity Shares and Purchased Venture Equity Interests that Purchaser receives, directly or indirectly, hereunder will be received only on its own behalf and its Affiliate assignees and not for the account or benefit of any other person or entity. Purchaser is able to bear the economic risk of holding the Purchased Entity Shares and Purchased Venture Equity Interests for an indefinite period (including total loss of its investment).

Section 4.9 Solvency. Immediately after giving effect to the consummation of the transactions contemplated by the Transaction Documents (including the payment of the Purchase Price), Purchaser and each of its Subsidiaries (including each of the Target Entities) will be Solvent.

Section 4.10 Adequate Assurance Regarding Executory Contracts. Purchaser (or its Affiliates that will be assuming any Assumed Contract in connection with the Transaction) is and will be capable of satisfying the conditions contained in sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assumed Contracts.

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ARTICLE V

COVENANTS

Section 5.1 Covenants Relating to Conduct of Business.

(a) Except (i) as set forth in Section 5.1 of the Seller Disclosure Schedules, (ii) as required by applicable Law, (iii) as expressly contemplated by the terms of this Agreement or the Pre-Closing Reorganization Plan, or (iv) as may be required by order of the Bankruptcy Court, from the date of this Agreement to the Closing, and except as Purchaser may otherwise consent to in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall (and shall cause their respective Subsidiaries to) use commercially reasonable efforts to (x) conduct the Business in all material respects in the ordinary course and consistent with past practice and (y) preserve substantially intact its goodwill and relationships with the Significant Customers and the Significant Suppliers.

(b) Except (w) as set forth in Section 5.1 of the Seller Disclosure Schedules, (x) as required by applicable Law, (y) as expressly contemplated by this Agreement or the Pre-Closing Reorganization Plan, or (z) as may be contemplated or required by order of the Bankruptcy Court, and solely with respect to the Business, Sellers shall not, and shall cause each Seller and each Target Entity not to, do any of the following (by merger, operation of law, or otherwise) without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):

(i) authorize, consent to or effect any amendment or change to the Organizational Documents of any Target Entity;

(ii) issue, deliver or authorize the issuance of any Capital Stock or grant any options, warrants, or other rights to purchase or obtain any Capital Stock of any Target Entity or issue, sell or otherwise dispose of any of its Capital Stock or redeem, repurchase or otherwise acquire any securities of any Target Entity;

(iii) (A) adjust, split, combine or reclassify any equity interests of any Target Entity; (B) declare, set aside, issue, make or pay any dividends, distribution or other similar payment, other than any such dividend, distribution or other similar payment that constitutes Leakage or Permitted Leakage and, if constituting Leakage, results in a dollar-for-dollar adjustment to the Final Purchase Price in accordance with this Agreement, all of which are, subject to Sellers’ compliance with the limitations set forth in clauses (x) and (y) of Section 5.1(a), permitted under this Agreement at any time on or after the date hereof and at or prior to the Closing notwithstanding anything to the contrary in this Agreement (including Section 5.1(b)(iii) or Section 3.22); (C) directly or indirectly redeem, repurchase, retire or otherwise acquire any equity interests of any Target Entity; (D) effect any recapitalization, reclassification, stock dividend, stock split or like change in the capitalization of any Target Entity; or (E) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof;

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(iv) (A) incur any Indebtedness that would be an Assumed Liability other than in the ordinary course of business or for amounts not exceeding $5,000,000 in the aggregate, (B) make any acquisition of any assets or businesses that would be Purchased Assets in excess of $1,000,000 individually or $5,000,000 in the aggregate or that consist of an interest in real property, other than acquisitions of businesses, assets already contracted for by Sellers, any Target Entity or their respective Affiliates set forth on Section 5.1(b)(iv) of the Seller Disclosure Schedules or capital expenditures related to research and development activities in the ordinary course of business consistent with past practice, (C) sell, lease, license, transfer, pledge, dispose of, abandon, allow to lapse or encumber any material assets or businesses that would be Purchased Assets (including any Owned Real Property or Leased Real Property), other than the sale of Inventory and dispositions of obsolete or worthless equipment in the ordinary course of business consistent with past practice, or sales or dispositions of businesses or assets already contracted for by Sellers, any Target Entity or their respective Affiliates set forth on Section 5.1(b)(iv) of the Seller Disclosure Schedules or (D) acquire an interest in material real property;

(v) other than in the ordinary course of business, omit to take any action necessary to maintain or renew any Registered IP;

(vi) waive, release, assign, compromise or settle any Proceeding related to the Business, the Target Entities, the Purchased Assets or the Assumed Liabilities, other than (w) the Chapter 11 Cases, (x) involving solely money damages not in excess of $1,000,000 individually or $5,000,000 in the aggregate or (y) involving solely an agreement by the Business to provide services with a value not in excess of $1,000,000;

(vii) make any change in any method of financial accounting or financial accounting practice, policy or procedure applicable to the Business, other than such changes as are required by GAAP or applicable Law, after the date of this Agreement;

(viii) fail to timely file any material Tax Return required to be filed (after taking into account any extensions) by the applicable entity, prepare any material Tax Return on a basis inconsistent with past practice, fail to timely pay any material Tax that is due and payable by the applicable entity, settle or compromise any material Tax Proceeding, make, revoke or change any material Tax election, file any material amended Tax Return, surrender any claim for a refund of a material amount of Taxes, consent to any extension or waiver of any limitation period with respect to any material claim or assessment for Taxes, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to a material amount of Taxes, or adopt or change any material Tax accounting principle, method, period or practice;

(ix) (A) modify, amend or waive any material right or obtain a modification, amendment or waiver of any material obligation under, or fail to timely exercise any reserved right under, any Material Contract or Real Property Lease, (B) enter into (x) a new Contract that would be a Material Contract of the types referenced in Sections 3.11(a)(i), (ii), (vi), (vii), (viii), (x) or (xi), or (y) any Real Property Lease except, in the case of this clause (b), in the ordinary course of business consistent with past practice, or (C) renew or terminate any Material Contract or Real Property Lease, other than any renewal or termination in accordance with the terms of such Material Contract or Real Property Lease, as applicable;

(x) materially change or fail to keep in full force and effect any material insurance coverage provided by existing insurance policies of the Business;

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(xi) grant any material waiver under or materially amend or modify, or surrender, revoke, permit to lapse or otherwise terminate any material Business Permits, other than waivers, amendments or modifications in the ordinary course of business consistent with past practice;

(xii) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than in connection with the Chapter 11 Cases; provided that any such plan proposed in the Chapter 11 Cases shall be consistent with the terms of this Agreement and the Sale Order;

(xiii) make or commit to make any capital expenditures or capital additions or improvements involving more than $5,000,000 in the aggregate, except for (A) any capital expenditures as may be required to redress an ongoing or imminent Emergency or (B) any capital expenditures set forth on Section 5.1 of the Seller Disclosure Schedules;

(xiv) enter into, or renew, any Contract relating to the Business and containing (A) covenants that would restrict or limit in any material respect the ability of the Business or any Target Entity after the Closing to compete in any business or with any Person or in any geographic area or (B) any exclusive right or right of first refusal in favor of the counterparty thereto;

(xv) make any loans to any third party (other than loans or advances to employees for travel and business expenses in the ordinary course of business consistent with past practice) or purchase debt securities of a third party or amend the terms of any outstanding loan agreement for Funded Debt that constitutes an Assumed Liability;

(xvi) other than as required by applicable Law, enter into or amend in any material respect any material collective bargaining agreement with any labor organization or other representative of any Business Employees;

(xvii) except (x) as required by any Benefit Plan or other Contract in existence as of the date hereof or (y) as set forth in Section 5.1(b) of the Seller Disclosure Schedules, (A) adopt, enter into, terminate, modify, amend or grant any waiver or consent (or communicate any intention to take such action) in respect of any Transferred Benefit Plan, (B) increase the compensation or benefits of any Business Employee or individual independent contractor or consultant of a Target Entity (except in the ordinary course of business with respect to employees who are not members of the board of directors or executive officers, including pursuant to Sellers’ regular merit review process, that do not exceed three percent (3%) in the aggregate), or result from increases in benefits under a Seller Benefit Plan that are not targeted solely or primarily at Business Employees and apply uniformly to Business Employees and other affected employees Sellers or their Subsidiaries that do not materially increase the Assumed Liabilities, (C) enter into any new or enhanced severance or termination pay arrangements with any Business Employee, Former Business Employee or current or former individual independent contractor or consultant of a Target Entity, (D) pay any material amount or benefit to any Business Employee or Former Business Employee not required by any Benefit Plan as in effect as of the date of this Agreement or, in the case of any performance-based payment or benefit, in excess of the amount earned based on actual performance, (E) grant any retention, stay, transaction or similar

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bonuses, payments or rights to any Business Employee that would be an obligation of any Target Entity or that would increase any Business Employee’s entitlements under any Transferred Benefit Plan, (F) change any assumptions used to calculate funding or contribution obligations under any Transferred Benefit Plan, other than as required by GAAP, (G) hire any individual who would, upon hiring, be a Business Employee who is at the level of vice president or above or whose total annual base salary exceeds $220,000, (H) transfer any employee of Sellers or any of their Subsidiaries (other than any Business Employee) to any Target Entity, (I) transfer any employee of any Target Entity out of such Target Entity to Sellers or any of their Subsidiaries, (J) terminate the employment of any Business Employee who is at the level of vice president or above or whose total annual base salary exceeds $200,000, other than for cause, or (K) permit any Affiliate of any Seller (other than a Target Entity) to hire or solicit any Business Employee who is at the level of vice president or above or whose total annual base salary exceeds $220,000; or

(xviii) authorize any of, or commit or agree to take, whether in writing or otherwise, or do any of, the foregoing actions.

(c) Anything in this Section 5.1 to the contrary notwithstanding, the Parties acknowledge and agree that this Section 5.1 shall not prohibit, limit or restrict (i) the transfer of Excluded Assets or Retained Liabilities prior to, at or after the Closing, in accordance with this Agreement, (ii) the transfer (by distribution or otherwise) of any cash or cash equivalents immediately prior to the Closing or the operation of the cash management system of Sellers or any of their respective Affiliates in the ordinary course of business consistent with past practice (provided that any such cash or cash equivalents shall not be included in the Closing Cash Amount), (iii) the operation of the businesses of Sellers or any of their respective Affiliates, except with respect to the conduct of the Business by Sellers, the Target Entities and their respective Affiliates, (iv) transactions and activities solely by or among any Seller and the Target Entities that do not have the effect of creating any Lien on a Purchased Asset or result in an Assumed Liability or (v) any action taken or to be taken as contemplated by the Pre-Closing Reorganization Plan.

(d) Sellers shall not, and shall cause their respective Subsidiaries and Representatives not to, consent to any action by a Purchased Venture that would require the consent of Purchaser pursuant to Section 5.1(b) if taken by a Subsidiary of any Seller, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed.

Section 5.2 Efforts.

(a) From and after the date hereof, each of Purchaser and Sellers shall, and each shall cause their respective Affiliates (other than Fund Affiliates) to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Law to cause all conditions precedent to this Agreement to be satisfied and to consummate and make effective in the most expeditious manner possible (and in any event prior to the Outside Date) the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices (including, with respect to the CFIUS Approval, a joint voluntary notice to CFIUS under Section 721 of the Defense Production Act (the “CFIUS Notice”)) required or otherwise agreed by the Parties to be filed to consummate the Transaction and the other transactions contemplated by this Agreement (including, where applicable, the commencement of any pre-notification

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periods) as soon as practicable after the date of this Agreement, which shall include a request for early termination of the applicable waiting period under the HSR Act or any other Antitrust Law, (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, (iii) obtaining promptly (and in any event no later than the Outside Date) all Regulatory Approvals and (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement. Without limiting the foregoing, Purchaser and Sellers shall, and each shall cause their respective Affiliates (other than Fund Affiliates) to, take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Approvals) required to be obtained or made by Purchaser, Sellers or the Target Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, each of Purchaser and Sellers shall use reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take, and shall not permit any of its Affiliates (other than Fund Affiliates) to take, any action after the date of this Agreement that would reasonably be expected to impair or delay the obtaining of any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties shall use reasonable best efforts to effect such transfers, to the extent any such Permits are transferable in accordance with their respective terms (but subject to Section 2.13).

(b) Prior to the Closing, Purchaser and Sellers shall each keep the other apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.3, each Party shall promptly consult with the other Party to provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of) all submissions or filings made by such Party with any Governmental Entity (other than, with respect to Sellers, any forms, statements or other documents filed with the Bankruptcy Court in connection with the Chapter 11 Cases) or any other information supplied by such Party to, or substantive correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.3, each Party shall promptly inform the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally of) any substantive communication from any Governmental Entity regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written (or any proposed oral) substantive communication with any such Governmental Entity. If either Party or any Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation

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with the other Party, an appropriate response in compliance with such request. Neither Party shall participate, or permit its Representatives to participate, in any meeting or communication (whether in person, via video or telephone conference or via email) with any Governmental Entity in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement (or make oral or written submissions at meetings or in telephone or other conversations) unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives such other Party and its Representatives the opportunity to attend and participate thereat. To the extent permitted by applicable Law, each Party shall furnish the other Party with copies of all substantive correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Purchaser and Sellers may, as they deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.2(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 5.2(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Business, (ii) as necessary to comply with contractual obligations and (iii) as necessary to address reasonable privilege concerns.

(c) Notwithstanding anything to the contrary set forth elsewhere in this Agreement, each of Purchaser and Sellers shall, and each shall cause their respective Affiliates (other than Fund Affiliates) to, take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve such objections, if any, as any Governmental Entity or any other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity or any other Person with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, lease, license, transfer or disposition, before or after the Closing, of any assets, licenses, operations, rights, product lines, businesses or interests therein of the Business or of Purchaser or its Affiliates (other than Fund Affiliates) (and consenting to any such sale, divestiture, lease, license, transfer, disposition or other encumbering by the Sellers of any of the assets, licenses, operations, rights, product lines, businesses or interests therein of the Business or to any agreement by any of the Sellers to take any of the foregoing actions), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of the Business or of Purchaser or its Affiliates (other than Fund Affiliates) (or consenting to any such creation, termination, or divestiture of relationships, ventures, contractual rights or obligations by Sellers), or (z) otherwise taking or committing to take any action that would limit Purchaser’s and its Affiliates’ (other than Fund Affiliates) freedom of action with respect to, or their ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, rights, product lines or properties of the Business or of Purchaser or its Affiliates (other than Fund Affiliates), in each case

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as may be required in order to obtain all Regulatory Approvals necessary to be obtained prior to the Closing or to avoid the commencement of any action to prohibit the transactions contemplated hereby under any Antitrust Law, or, in the alternative, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the transactions contemplated hereby or delay the Closing beyond the Outside Date; provided that (i) none of the Parties or any of their respective Affiliates shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, divest, lease, license, transfer, dispose of or otherwise encumber, or agree to make any changes, restriction or impairment, unless such requirement, condition, understanding, agreement, order, encumbrance, agreement, change, restriction or impairment is binding on such Party and its Affiliates only in the event that the Closing occurs and that (ii) neither (A) Purchaser nor any of its respective Affiliates nor (B) Sellers nor any of their respective Affiliates shall, in either case, be required to become subject to, or consent or agree to or otherwise take any action with respect to, any asset, licenses, operation, right, product line, business or interest therein that does not constitute a Purchased Asset.

(d) In furtherance and not in limitation of the covenants of the Parties contained in this Section 5.2, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Purchaser and Sellers shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transaction or the other transactions contemplated by this Agreement.

(e) Whether or not the Transaction is consummated, Purchaser shall be responsible for all of the filing fees to any Governmental Entity pursuant to this Section 5.2.

(f) Sellers and the Target Entities shall use their reasonable best efforts to obtain the Other Lien Release Letters on or prior to the Closing.

Section 5.3 Confidentiality.

(a) Purchaser acknowledges that the information being provided to it in connection with the Transaction and the other transactions contemplated hereby is subject to the terms of that certain confidentiality agreement between Purchaser and MII, dated as of September 24, 2019 (the “Confidentiality Agreement”), the terms of which are incorporated into this Agreement by reference in their entirety; provided that actions taken by the Parties to the extent necessary in order to comply with their respective obligations under Section 5.2, Section 5.19 or Section 5.20 hereunder shall not be deemed to be in violation of this Section 5.3 or the Confidentiality Agreement. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate; provided that Purchaser acknowledges that its obligations of confidentiality and non-disclosure with respect to any and all other information provided to it by or on behalf of Sellers, the Target Entities or any of their respective Affiliates or Representatives, concerning Sellers or any of their respective Affiliates (other than information exclusively related to the Business and the Target Entities) shall continue to remain subject to the terms and conditions

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of the Confidentiality Agreement until two (2) years from the Closing. Notwithstanding anything in the Confidentiality Agreement or this Agreement to the contrary, Purchaser may disclose any information concerning the transactions contemplated by this Agreement (i) to any potential financing source and their respective Representatives, provided that such information is reasonably required in connection with any equity or debt financing arrangements in connection with the Transaction and any such recipients are subject to customary confidentiality obligations to Purchaser or its Affiliates; (ii) which is or becomes generally available to the public other than as a result of disclosure in violation of this Section 5.3 or the Confidentiality Agreement, (iii) is required to be disclosed by applicable Law, to a Governmental Entity or otherwise in connection with compliance or regulatory activity, in which case, if legally permitted, Purchaser shall use reasonable best efforts to provide Sellers with prompt notice of such required disclosure so that Sellers may seek, at Sellers’ sole expense, to obtain a protective order, injunctive relief or other reasonable assurance that such disclosure shall be treated confidentially (which shall not be a condition to any disclosure by Purchaser or any of its Affiliates) or (iv) that Purchaser or any of its Affiliates receive from a third party after the Closing from a source that is not, to the Knowledge of Purchaser, under any obligation of confidentiality with respect to such information. For purposes of this Section 5.3, the term “Confidential Information” shall have the meaning ascribed to it in the Confidentiality Agreement.

(b) From the Closing and until the three (3) -year anniversary of the Closing, unless Purchaser has otherwise expressly consented in writing, Sellers shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to safeguard Confidential Information and to protect it against disclosure, theft and loss, retain in confidence and not use, directly or indirectly, for the benefit of itself or its Affiliates, any and all Confidential Information to the extent exclusively relating to the Business and the Target Entities, and shall not disclose such Confidential Information to any other Person; provided that the foregoing restrictions shall not apply to any information (i) which is or becomes generally available to the public other than as a result of disclosure in violation of this Section 5.3(b), (ii) is required to be disclosed by applicable Law, to a Governmental Entity or otherwise in connection with compliance or regulatory activity, in which case, if legally permitted, Sellers shall use reasonable best efforts to provide Purchaser with prompt notice of such required disclosure so that Purchaser may seek, at Purchaser’s sole expense, to obtain a protective order, injunctive relief or other reasonable assurance that such disclosure shall be treated confidentially (which shall not be a condition to any disclosure by Sellers or any of their Affiliates), (iii) that Sellers or any of their respective Affiliates receive from a third party after the Closing from a source that is not, to the Knowledge of Sellers, under any obligation of confidentiality with respect to such information or (iv) that is independently developed by or on behalf of Sellers or any of their respective Affiliates without reference to or use of such Confidential Information. Subject to Section 5.14, the Parties acknowledge and agree that (x) Sellers and their respective Affiliates may currently, and may continue following the Closing, to maintain and expand business and commercial relationships (whether as a customer, supplier or otherwise) with the same Persons, and engage in commercial relationships with such Persons and with Purchaser and the other Target Entities, and may employ, or continue to employ, individuals who previously worked in or with the Business and possess knowledge and Know-How in their unaided memory used in, relating to, or arising from the Business and (y) nothing in this Section 5.3(b) shall prohibit or restrict the maintenance or expansion of any such relationships or employment of any such individuals (provided that all express obligations of this Section 5.3(b) are otherwise observed). In addition, the foregoing shall

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not prohibit Sellers from using such Confidential Information solely for the purpose of complying with the terms of any of the Transaction Documents or any Contracts entered into prior to the Closing that have not been assigned or transferred to Purchaser pursuant to Section 2.12, to the limited extent reasonably necessary in connection with such Contracts (provided that all express obligation of this Agreement are otherwise observed). Furthermore, the provisions of this Section 5.3(b) will not prohibit any retention of copies of records or any disclosure in connection with the preparation and filing of financial statements with a Governmental Entity (including the U.S. Securities Exchange Commission (the “SEC”)) or Tax Returns of any Seller or its Affiliates or in connection with the enforcement of any right or remedy relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby.

Section 5.4 Access to Information.

(a) From the date of this Agreement through the Closing Date, Sellers shall, and shall cause their respective Affiliates to, afford to Purchaser, its Affiliates and its Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law, during the period prior to the Closing, to their respective Representatives, properties and the books, documents, Contracts and records (including, for the avoidance of doubt, any Tax Returns and Tax books and records, together with any note papers or work papers related thereto, in each case, to the extent related to the Business), and personnel of Sellers and their respective Subsidiaries to the extent related to the Business, the Assumed Liabilities, the Purchased Assets and the Target Entities; provided that no Seller or any Affiliates of such Seller shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(a); provided, further, that such Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to enter into back-to-back confidentiality agreements in order to permit Purchaser, its Affiliates and its Representatives to have reasonable access to Sellers’ and their Affiliates’ respective Representatives, properties and the books, documents, Contracts and records (including, for the avoidance of doubt, any Tax Returns and Tax books and records, together with any note papers or work papers related thereto, in each case, to the extent related to the Business), and personnel of Sellers and their respective Subsidiaries to the extent related to the Business, the Assumed Liabilities, the Purchased Assets and the Target Entities. Sellers shall, and shall cause their respective Affiliates to, furnish promptly to Purchaser and its Representatives, such information concerning the Business as Purchaser and its Representatives may reasonably request; provided that, prior to the Closing Date, Purchaser, its Affiliates and its Representatives shall not conduct any Phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material located at, on, under, about or within any facility on the Owned Real Property or the Transferred Leased Real Property, or any other property of Sellers, the Target Entities or any of their respective Affiliates; provided, further, that nothing in this Agreement shall limit any of the Parties’ or any of their respective Affiliates’ rights of discovery.

(b) Purchaser agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business. All requests for access or information pursuant to Section 5.4(a) shall be submitted to such persons as Seller Representative may designate in writing, and none of Purchaser or any of its Affiliates or Representatives shall communicate with

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any other employees of the Business (or Sellers or their respective Affiliates) without the prior written consent of Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). Anything to the contrary in this Agreement notwithstanding, no Seller nor any Affiliate of such Seller shall be required to provide access to or disclose information where, upon the written advice of counsel, such access or disclosure would jeopardize attorney-client privilege, contravene any applicable Laws or violate any obligation of confidentiality to which Sellers or any of their respective Affiliates may be subject; provided that each Seller and its Affiliates shall use commercially reasonable efforts to provide such access or information to Purchaser, its Affiliates and its Representatives in a manner not inconsistent with the foregoing.

(c) At the Closing and until the fifth (5th) anniversary of the Closing, Purchaser shall, and shall cause the Target Entities to, afford Sellers, their respective Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, access only to the books, Contracts and records that are Transferred Books and Records to the extent that such documents relate to the Business and the Purchased Assets and only senior employees of the Business and the Target Entities to the extent such access may be reasonably requested by Sellers, solely in connection with Sellers’ financial statements, taxes, reporting obligations and compliance with applicable Laws; provided that neither Purchaser nor any of its Affiliates shall be required to violate any Law or obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(c); provided, further, that nothing in this Agreement shall limit any of the Parties’ or any of their respective Affiliates’ rights of discovery.

(d) Sellers agree that any investigation undertaken pursuant to the access granted under Section 5.4(c) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business. All requests for access or information pursuant to Section 5.4(c) shall be submitted to an executive officer of Purchaser or such other persons as Purchaser may designate in writing, and none of Sellers or any of their respective Affiliates or Representatives shall communicate with any other employees of the Business (or Purchaser or its Affiliates) without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). Anything to the contrary in this Agreement notwithstanding, neither Purchaser nor any of its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege, contravene any applicable Laws or violate any obligation of confidentiality to which Purchaser or any of its Affiliates may be subject. Purchaser agrees to use commercially reasonable efforts provide such access or information in a manner not inconsistent with the foregoing.

(e) Except as otherwise provided in Section 6.8, the Parties agree to use commercially reasonable efforts to hold all the books and records of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law.

Section 5.5 Publicity. The initial press release with respect to the entry into this Agreement shall be agreed upon in writing by Seller Representative and Purchaser. Other than this initial press release, no Party nor any Subsidiary or Representative of such Party shall issue or cause the publication of any press release or public announcement in respect of this Agreement, the Transaction or the other transactions contemplated by this Agreement, without the prior written

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consent of the other Party to this Agreement (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law, the Bankruptcy Court or stock exchange rules (in which event such Party shall provide the other Party a meaningful opportunity to review and comment (and will consider in good faith all reasonable comments) upon such press release or public announcement in advance, to the extent reasonable under the circumstances); provided that (a) each Party may make press releases or public announcements concerning this Agreement, the Transaction or the other transactions contemplated by this Agreement that consist solely of information previously disclosed in previous press releases or public announcements made by either Party in compliance with this Section 5.5, (b) Sellers may disclose any information concerning the transactions contemplated by this Agreement which is reasonably required in order to comply with its obligations under the documents set forth on Section 5.5 of the Seller Disclosure Schedules (in which event such Party shall provide the other Party with a meaningful opportunity to review and comment (and will consider in good faith all reasonable comments) upon such press release or public announcement in advance) and (c) Purchaser and its Affiliates, without consulting with Sellers, may provide ordinary course communications regarding this Agreement and the Transaction to existing or prospective general and limited partners, equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to customary confidentiality restrictions.

Section 5.6 Intercompany Accounts and Intercompany Arrangements.

(a) Immediately prior to the Closing, all intercompany balances and accounts (other than intercompany balances and accounts set forth in Section 5.6(a) of the Seller Disclosure Schedules) between Sellers and any of their respective Affiliates (other than the Target Entities), on the one hand, and the Target Entities, on the other hand, shall be cancelled, repaid or otherwise eliminated in such a manner as Sellers shall determine after consultation with Purchaser, in each case, without any Liability (including for Taxes) to Purchaser or any of its Affiliates from or after the Closing Date without Leakage (other than Permitted Leakage or Leakage that reduces the Final Purchase Price). Intercompany balances and accounts solely among any of the Target Entities shall not be affected by this provision.

(b) Immediately prior to the Closing, all arrangements, understandings or Contracts, including all obligations to provide goods, services or other benefits, between Sellers or any of their respective Affiliates (other than the Target Entities), on the one hand, and the Target Entities, on the other hand, to the extent set forth in Section 5.6(b) of the Seller Disclosure Schedules, shall automatically be terminated without further payment or performance and cease to have any continuing or further force and effect, such that no Party thereto shall have any further obligations therefor or thereunder and without any new or surviving Liability to Purchaser or any of its Affiliates from or after the Closing Date.

(c) Sellers and their respective Subsidiaries may not enter into amendments to any or all of the Surviving Intercompany Arrangements, except as set forth on Section 5.6(c) of the Seller Disclosure Schedules, without the prior written consent of Purchaser.

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Section 5.7 Tax Matters. Within one week from the date of this Agreement, MDRT shall send a draft to Purchaser of the request to approve that the Existing CIT Fiscal Unity will not terminate in respect of the Relevant Target Entities as a result of the entry into this Agreement and the covenants included herein, in accordance with paragraph 3.3 of the decree of 14 December 2010 (DGB2010/4620M), as most recently amended by the decree of 20 August 2018 (2018/121069). Purchaser shall provide its comment on the draft request to MDRT within 3 days after receipt thereof and Sellers shall accept all reasonable comments of Purchaser. MDRT shall ensure that the request is filed with the competent tax inspector of the Dutch Tax Authority (Belastingdienst) within two weeks from the date of this Agreement.

Section 5.8 Employee Matters.

(a) Pre-Closing Transfers of Employment. On or prior to the Closing Date, Sellers shall, or shall cause one of their respective Affiliates to take commercially reasonable steps to transfer the employment of (i) each Target Dedicated Employee to the applicable Target Entity or such other Entity as designated by Purchaser in writing and (ii) each employee of Sellers and their respective Affiliates who is not a Business Employee and who is employed by a Target Entity to Sellers or any of their respective Affiliates (other than any Target Entity), in each case, as designated by Seller Representative. No later than fourteen (14) days following the date of this Agreement, Sellers shall update the list of material Transferred Benefit Plans and material Seller Benefit Plans set forth on Section 3.15(a) of the Seller Disclosure Schedules to reflect any update with respect to Benefit Plans excluded due to Sellers not being able to make the relevant employees of Sellers in non-U.S. jurisdictions aware of the Transaction so as to be provided with the necessary information to populate Section 3.15(a) of the Seller Disclosure Schedules as of the date of this Agreement. To the extent any shared services employees of Sellers are designated as Business Employees, Sellers shall be permitted, subject to Purchaser’s prior written consent, to update Section 3.15(a) of the Seller Disclosure Schedules to reflect additional Transferred Benefit Plans.

(b) Continuation of Employment.

(i) Purchaser shall, or shall cause one of its Affiliates to, no later than twenty-five (25) Business Days prior to Closing, make offers of employment to all Business Employees (other than the Target Entity Employees, Target Dedicated Employees whose employment is transferred or is contemplated to be transferred as provided under Section 5.8(a), and Business Employees whose employment transfers to Purchaser or any of its Affiliates by operation of Law), in each case, (i) in a position in the Business that is comparable to such Business Employee’s position in the Business on the offer date, (ii) at the same work location as such Business Employee’s work location on the offer date, (iii) with terms and conditions regarding annual base salary, or weekly or hourly rate of pay, annual short-term incentive target, commission incentive target, annual long-term incentive target opportunities, and employee benefits that meet the standards set forth in this Section 5.8, and (iv) effective subject to and upon the occurrence of the Closing. Each Target Entity Employee (including each Target Dedicated Employee whose employment is transferred as provided under Section 5.8(a)), each Business Employee whose employment transfers to Purchaser or any of its Affiliates by operation of law, and each other Business Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.8(b), shall be referred to in this Agreement as a “Transferred Business Employee.” Purchaser shall comply with all Laws applicable to the hiring or non-hiring of all Transferred Business Employees.

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(ii) The Parties agree that, with respect to Business Employees who primarily provide services in a jurisdiction with Transfer Regulations, the transactions contemplated by this Agreement will constitute the automatic transfer of such Business Employees, their contracts of employment and all rights and obligations associated with such contracts of employment to Purchaser or one of its Affiliates. If it is found that any such Business Employee does not automatically transfer to Purchaser or one of its Affiliates pursuant to the Transfer Regulations, Purchaser shall make an offer of employment to such Business Employee on the terms set forth in Section 5.8(b)(i); provided that offers of employment to such Business Employees shall be on terms that would have applied had such employee transferred by operation of law pursuant to the Transfer Regulations.

(iii) Upon request by Seller Representative, Purchaser shall use commercially reasonable efforts to cooperate with Sellers to enter into and ensure the termination or resignation or assignment of the employment relationship of International Business Employees. Effective as of the Closing, each Seller hereby waives and releases (and shall have caused each of its Subsidiaries other than the Target Entities to waive and release) each of the Transferred Business Employees from any preexisting contractual noncompetition or nonsolicitation obligations to which such Transferred Business Employees may have been party with any Seller or any of its Subsidiaries that relate to the Business or the operation thereof. For the avoidance of doubt, such waiver applies only as applicable to the Business and shall not include any restrictive covenants governing non-Business activities or protecting Sellers’ confidential information, proprietary information, and Trade Secrets that are not Purchased Assets.

(c) Terms and Conditions of Employment. With respect to each Transferred Business Employee, Purchaser shall maintain, for a period of at least twelve (12) months following the Closing Date, for so long as such Transferred Business Employee is employed by Purchaser or one of its Affiliates, (i) at least the same wage rate or base salary level in effect for such Transferred Business Employee immediately prior to the Closing, (ii) cash incentive compensation opportunities for such Transferred Business Employee that are no less favorable than those in effect immediately prior to the Closing (less any amounts paid to such Transferred Business Employee by any Seller pursuant to Section 5.8(i) for the year of the Closing) and (iii) employee benefits that are no less favorable, in the aggregate, than those in effect for such Transferred Business Employees immediately prior to the Closing; provided that for purposes of determining whether such pay, opportunities and benefits are no less favorable in the aggregate, equity compensation, defined benefit pension plan benefits, severance (beyond what is required by Section 5.8(e)) retiree medical, nonqualified deferred compensation and retention, sale, stay, and change in control payments and awards shall not be taken into account. The compensation, benefits and terms and conditions of employment of Transferred Business Employees who are covered by a collective bargaining, works council or other labor Contract shall be provided in accordance with the applicable Contract. As of and after the Closing, Purchaser shall provide to each Transferred Business Employee full credit for all purposes under any Transferred Benefit Plan and each employee benefit plan, policy or arrangement sponsored by Purchaser or any of its Affiliates for such Transferred Business Employee’s service prior to the Closing with Sellers or any of their respective Affiliates, to the same extent such service is recognized by Sellers and their respective Affiliates immediately prior to the Closing; provided that such service shall not be credited for purposes of benefit accrual under the defined benefit pension plans of Purchaser and its Affiliates covering the Transferred Business Employees or to the extent that such credit would result in any duplication of compensation or benefits.

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(d) Health Coverages. Purchaser shall cause each Transferred Business Employee and his or her eligible dependents to be covered on and after the Closing by a group health plan or plans maintained by Purchaser or any of its Affiliates that (i) comply with the provisions of Section 5.8(b), (ii) do not limit or exclude coverage on the basis of any preexisting condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan and (iii) provide each Transferred Business Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the Closing Date occurs, for any deductible or co-payment already incurred by the Transferred Business Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans. As of and following the Closing Date, Purchaser or one of its Affiliates shall assume and have the sole responsibility for providing and administering COBRA benefits or any required continuation coverage for any Transferred Business Employee and all “qualified beneficiaries” of such individuals for whom a “qualifying event” occurs on or following the Closing Date (including all qualifying events that occur in connection with the transactions contemplated by this Agreement). The terms “continuation coverage”, “qualified beneficiaries” and “qualifying event” shall have the meanings ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA.

(e) Severance. With respect to each Transferred Business Employee whose employment is terminated without cause during the twelve (12)-month period immediately following the Closing Date, Purchaser shall provide such Transferred Business Employee with severance benefits equal in value to the severance benefits that such Transferred Business Employee would receive solely to the extent required under (i) applicable Laws, (ii) the terms of the applicable Benefit Plan set forth on Section 3.15(a) of the Seller Disclosure Schedules, or (iii) collective bargaining agreements or works council agreements, in each case, taking into account such Transferred Business Employee’s service with Sellers and their respective Affiliates prior to the Closing and with Purchaser and its Affiliates on and after the Closing.

(f) Accrued Vacation, Sick Leave and Personal Time. Sellers shall pay each Transferred Business Employee, solely to the extent required by applicable Law, all accrued but unused vacation, sick leave, paid time off and personal time for periods prior to the Closing Date as set forth on Section 5.8(f) of the Seller Disclosure Schedules as soon as administratively practicable following the Closing Date or as required by applicable Law, but in no event later than forty-five (45) Business Days following the Closing Date; provided that, no later than forty-five (45) days following the date of this Agreement, Sellers shall update Section 5.8(f) of the Seller Disclosure Schedules to reflect any updates with respect to accrued but unused vacation, sick leave, paid time off and personal time, and such schedule shall be updated no later than five (5) days after the Closing. Purchaser shall promptly (and, in any event, within ten (10) Business Days following the later of the Closing Date and the date of the applicable payment) reimburse Sellers for any payments made by Sellers or their respective Affiliates to any Transferred Business Employees in respect of earned but unused vacation, sick leave, paid time off and personal time paid to Transferred Business Employees in accordance with the immediately preceding sentence of this Section 5.8(f), except that such reimbursement shall not be $500,000 more than the aggregate amounts set forth on Section 5.8(f) of the Seller Disclosure Schedules as of the date of this

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Agreement. To the extent that accrued but unused vacation, sick leave, paid time off and personal time is not paid to Transferred Business Employees in accordance with this Section 5.8(f), Purchaser will recognize and assume all Liabilities with respect to such Transferred Business Employee’s accrued but unused vacation, sick leave and personal time.

(g) Disability Benefits. If any Business Employee who is receiving long-term disability benefits as of the Closing Date is, within six (6) months following the Closing Date (or such longer period as required by applicable Law), able to return to work, Purchaser shall offer employment to such employee on terms consistent with those applicable to Transferred Business Employees generally under this Section 5.8. To the extent provided by a collective bargaining, works council or other labor Contract, Purchaser shall return to work any inactive employee of the Business who is subject to a collective bargaining, works council or other labor Contract and who is receiving short- or long-term disability benefits as of the Closing Date, but who subsequently becomes able to return to work within the period provided in the collective bargaining, works council or other labor Contract that applied to him or her immediately prior to the Closing Date. For the avoidance of doubt, if any Business Employee who is receiving long-term disability benefits as of the Closing Date remains, after six (6) months following the Closing Date (or such longer period as required by applicable Law or under the terms of the applicable collective bargaining, works council or other labor Contract), unable to return to work, then such Business Employee shall not be treated as Transferred Business Employee and shall have no rights to employment with Purchaser and its Affiliates.

(h) 401(k) Plan. Effective as of the Closing, Purchaser shall establish participation by the Transferred Business Employees in Purchaser’s tax-qualified defined contribution plan or plans with a cash or deferred feature (the “Purchaser 401(k) Plan”) for the benefit of each Transferred Business Employee who, as of immediately prior to the Closing, was eligible to participate in a tax-qualified defined contribution plan maintained by Sellers or their respective Affiliates (collectively, the “Seller 401(k) Plans”). As soon as practicable after the Closing Date, the Seller 401(k) Plans shall, to the extent permitted by Section 401(k)(10) of the Code, make distributions available to Transferred Business Employees, and the Purchaser 401(k) Plan shall accept any such distribution (including loans) as a rollover contribution if so directed by the Transferred Business Employee.

(i) Annual or Quarterly Bonuses. Each Transferred Business Employee who is eligible for an annual or quarterly bonus under any Benefit Plan for the year or quarter, as applicable, in which the Closing occurs shall be paid a prorated portion of such annual or quarterly bonus by the Sellers (or their applicable designees), to the extent earned under the terms of the applicable Benefit Plan (without regard to any requirement of service through the end of that year or quarter, as applicable), with such proration to reflect service and performance (if applicable) through the Closing Date. Such payment shall be made no later than sixty (60) days following the Closing Date. Following the Closing Date, the Transferred Business Employees shall participate in annual incentive or short-term bonus plans sponsored or maintained by Purchaser in accordance with Section 5.8(b).

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(j) Flexible Spending Accounts. Sellers and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date (a) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending accounts of Sellers or their respective Affiliates (collectively, the “Seller FSA Plans”) of the Transferred Business Employees who are participants in the Seller FSA Plans shall be transferred to one or more comparable plans of Purchaser (collectively, the “Purchaser FSA Plans”); (b) the elections, contribution levels and coverage levels of such Transferred Business Employees shall apply under the Purchaser FSA Plans in the same manner as under the Seller FSA Plans; and (c) such Transferred Business Employees shall be reimbursed from the Purchaser FSA Plans for claims incurred at any time during the plan year of the Seller FSA Plans in which the Closing Date occurs that are submitted to the Purchaser FSA Plans from and after the Closing Date on the same basis and the same terms and conditions as under the Seller FSA Plans. As soon as practicable after the Closing Date, and in any event within ten (10) Business Days after the amount of the Transferred FSA Balances is determined, Sellers shall pay Purchaser the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser shall pay Sellers the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

(k) Transferred Benefit Plans; Seller Benefit Plans. (i) From and after the Closing, Purchaser shall, or shall cause its designated Affiliate to, assume and honor all Transferred Benefit Plans in accordance with their terms and shall satisfy any and all liability related to the Transferred Benefit Plans. As of the Closing Date, the Transferred Business Employees and their eligible dependents will cease any participation in each of the Seller Benefit Plans; provided that Transferred Business Employees and their eligible dependents may continue to participate in such Seller Benefit Plans as terminated but vested employees (or eligible dependents thereof) in accordance with, and subject to their eligibility under, the terms of such Seller Benefit Plans; (ii) Sellers shall retain each Seller Benefit Plan, unless applicable Law requires a Seller Benefit Plan that is an International Benefit Plan (or a portion thereof) to transfer to or be assumed by Purchaser, a Target Entity or one of their respective Subsidiaries, in which case such plan (or portion thereof) shall be considered a Transferred Benefit Plan under this Agreement; and (iii) with respect to the Lummus Technology Heat Transfer B.V. Pension Plan (the “Dutch Pension Plan”), any funding buffers available on or after January 1, 2021 arising from the expiration of the combined Dutch Pension Plan not specifically allocated pursuant to the termination conditions of the Dutch Pension Plan Contract with Aegon will be allocated to each of Sellers and Lummus Technology Heat Transfer B.V., the amount of which shall be equal to each entity’s percentage of the total net premium reserve of the combined Dutch Pension Plan. Additionally, the Parties agree that following the end of the current Dutch Pension Plan Contract period (December 31, 2020), Purchaser shall solely be responsible for entering into any administrative Contracts or other third party agreements related to or with respect to, and paying any and all costs or other Liabilities arising under, related to or associated with, the portion of the Dutch Pension Plan that is a Transferred Benefit Plan, including the establishment of any administrative Contract to be effective on or after January 1, 2021.

(l) Collective Bargaining Agreements; Works Councils. Purchaser agrees that as of and following the Closing Date, Purchaser shall recognize as the representatives of the Transferred Business Employees the unions and works councils that are signatories to the collective bargaining, works council or other labor Contracts or otherwise represent Business Employees immediately prior to the Closing. Without limiting the generality of this Section 5.8 or Purchaser’s obligations hereunder, with respect to Transferred Business Employees represented by works councils or covered by collective bargaining, works council or other labor Contracts, effective from and after the Closing, Purchaser or one of its Affiliates shall comply with applicable Law concerning the works councils and collective bargaining, works council and other labor Contracts in the context of this Agreement.

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(m) Treatment of International Business Employees. The following terms and conditions shall, in addition to the applicable terms and conditions of this Section 5.8, apply to International Business Employees. International Business Employees who become Transferred Business Employees are referred to herein as “Transferred International Business Employees.”

(i) In the case of International Business Employees, Purchaser and its Affiliates shall, in addition to meeting the applicable requirements of this Section 5.8, comply with the Transfer Regulations and any additional requirements under applicable Laws governing the terms and conditions of their employment or severance of employment in connection with the Transaction or otherwise.

(ii) In the event that Purchaser and its Affiliates, with respect to any International Business Employee, either (A) do not comply with the Transfer Regulations or any additional obligations or standards or other requirements under applicable Laws governing the terms and conditions of the employment of International Business Employees or severance of employment of Transferred International Business Employees, (B) do not provide a mirror benefit plan that is identical to the provisions that are in effect as of immediately prior to the Closing under each International Benefit Plan in which such International Business Employee was covered or eligible for coverage immediately prior to the Closing, or (C) amend or otherwise modify at or after the Closing any such mirror benefit plan or other term or condition of employment applicable to such Transferred International Business Employee immediately prior to the Closing, which, in either case of (A), (B), or (C), such failure results in any obligation, contingent or otherwise, of Sellers or their respective Affiliates to pay any severance or other benefits (including such benefits required under applicable Laws) to any International Business Employee or any additional Liability incurred by Sellers and their respective Affiliates in connection therewith, Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Sellers and their respective Affiliates or all such severance and other benefits and any such additional Liabilities.

(n) Immigration Compliance. Purchaser agrees that, from and after the date hereof, it will, or will cause its applicable Affiliate to, use commercially reasonable efforts to cooperate with Sellers and their respective Affiliates to process and support green card applications and other visa or similar applications of Business Employees.

(o) Retention Program Clawback Repayment. In the event that any Transferred Business Employee actually pays Purchaser or its Affiliates any amounts pursuant to the clawback repayment provision of the Project Union Recognition and Retention Program Award Agreements (a “Repaid Clawback Amount”), then Purchaser shall within thirty (30) days following the receipt thereof pay to Sellers an amount equal to the Repaid Clawback Amount.

(p) No Third-Party Beneficiaries. Without limiting the generality of Section 9.5, the provisions of this Section 5.8 are solely for the benefit of the Parties and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement, and

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nothing in this Agreement shall be construed as an amendment to any Benefit Plan or other employee benefit plan for any purpose. Nothing in this Section 5.8, express or implied, (i) shall establish, or constitute an amendment, termination or modification of, or an understanding to amend, establish, terminate or modify, any benefit plan, program, agreement or arrangement or (ii) shall create any obligation on the part of Sellers, Purchaser or any of their respective Affiliates to employ any Business Employee (including any Transferred Business Employee) for any period following the Closing Date.

Section 5.9 Financial Obligations. Purchaser shall use commercially reasonable efforts to, at or prior to the Closing or, solely to the extent not effected at or prior to the Closing, following the Closing, at Purchaser’s election, either (a) arrange for substitute letters of credit, surety bonds, Purchaser guarantees and other similar credit support to replace any outstanding letters of credit, surety bonds, guarantees and other similar contractual obligations entered into by or on behalf of Sellers or any of their respective Affiliates (other than the Target Entities) in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities that are set forth on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”); provided that, for the avoidance of doubt, nothing herein shall require Purchaser to replace any Guarantee set forth in clause (i) of Section 5.9 the Seller Disclosure Schedules with cash collateral, letter of credit or other similar obligation; or (b) assume all obligations under each Guarantee, obtaining from the creditor or other counterparty a full and irrevocable release of Sellers and their respective Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees. Sellers shall, and shall cause their Affiliates to, cooperate with Purchaser as Purchaser reasonably requests in the replacement or assumption of the Guarantees. To the extent the beneficiary or counterparty under the Guarantee does not accept any substitute guarantee or replacement guarantee offered by Purchaser, effective from and after the Closing, Purchaser agrees that to the extent Sellers or any of their respective Affiliates incur any cost or expense, or is required to make any payment, in connection with such Guarantees that are not replaced or assumed by Purchaser, on or after the Closing, Purchaser shall reimburse Sellers and their respective Affiliates for any and all amounts paid following the Closing, including costs or expenses in connection with maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than ten (10) Business Days after written demand therefor from Seller Representative, reimburse Sellers and any of their respective Affiliates to the extent that any Guarantee is called upon and Sellers or any of their respective Affiliates makes any cash payment or incurs any Liability in respect of any such Guarantee. With respect to any Guarantees that remain outstanding after the Closing and are not otherwise replaced or substituted by Purchaser, Purchaser shall not permit any of the Purchased Entities or Purchased Ventures to (x) renew or extend the term of, (y) increase its obligations under or otherwise amend in any manner adverse to Sellers or any of their respective Affiliates or (z) transfer to any third party other than Purchaser or its Affiliates any loan, Contract or other obligation for which Sellers or any of their respective Subsidiaries would reasonably be expected to be liable under such Guarantee. To the extent that Sellers or their respective Subsidiaries have performance obligations under any Guarantee following the Closing, Purchaser will take such actions as reasonably requested by Seller Representative to assist Sellers and their Subsidiaries in such obligations. To the extent Reorganized McDermott shall have liability for any Guarantees referenced in this Section 5.9, it is intended to be a third-party beneficiary of this Section 5.9 and shall have the right to enforce the benefits intended to be conferred upon it under this Section 5.9 as though it were party to this Agreement.

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Section 5.10 Names Following Closing.

(a) Except as set forth in Section 5.10, neither Purchaser nor any of its Affiliates (including the Target Entities) shall use, or have the right to use, any of the Seller Marks. Within ninety (90) days following the Closing, Purchaser shall cause each of the Target Entities whose names include any of the Seller Marks to change its name to remove the Seller Marks from such name. Each Seller shall, and shall cause any of its applicable Affiliates to, (i) within ninety (90) days following the Closing, discontinue the use of the name “Lummus” (and any other Marks included in the Owned Intellectual Property) and (ii) from and after the Closing, not subsequently change its name to otherwise use or employ any name or Mark that includes, or is likely to cause confusion with, the word “Lummus” or any other Marks included in the Owned Intellectual Property without the prior written consent of Purchaser.

(b) Effective upon the Closing and until the expiration of the applicable time period set forth in this Section 5.10(b), Seller shall, and shall cause its Affiliates to, grant to Purchaser, its Affiliates and the Fund Affiliates, including the Target Entities, a limited, non-exclusive, non-transferable, non-sublicenseable, fully paid-up, royalty-free, world-wide right and license to use the Seller Marks for a period of six (6) months following the Closing Date (the “Transition Period”) solely in connection with any Inventory, existing packaging, labeling, container, stationery, business form, supplies, advertising or promotional material and any similar material that, as of the Closing Date, bears or incorporates the Seller Marks, until such time as usable Inventory existing as of the Closing Date has been exhausted; provided, however, that during the Transition Period, (x) none of Purchaser, the Target Entities, Purchaser’s other Affiliates or any Fund Affiliate shall take any action that would reasonably be expected to impair the value of the Seller Marks, (y) when using the items listed in this Section 5.10(b) in the context of entering into or conducting contractual relationships, Purchaser shall clearly inform all other applicable parties that Purchaser, rather than Seller, is the party (or the direct or indirect parent of the party) entering into or conducting the contractual relationship, and (z) the personnel of Purchaser, the Target Entities, Purchaser’s other Affiliates or any Fund Affiliates using the above items shall not, and shall have no authority to, hold themselves out as officers, employees or agents of any of the Sellers.

(c) Purchaser shall use commercially reasonable efforts to minimize the use of the Seller Marks by Purchaser and its Affiliates on fixed assets as soon as practicable and in any event before the expiration of the Transition Period or the period provided in Sections 5.10(a) and 5.10(b), as applicable.

Section 5.11 Insurance/Directors and Officers of the Target Entities.

(a) Following the Closing, Sellers shall and shall cause their respective Affiliates to (i) reasonably cooperate with Purchaser (upon Purchaser’s reasonable request) in Purchaser making claims with respect to the Business with respect to Purchased Insurance Proceeds, and (iii) promptly pay over to Purchaser any insurance proceeds that are Purchased Insurance Proceeds and are received by Sellers or any of their respective Affiliates from and after the Closing.

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(b) Except as set forth in Section 5.11(b) of the Seller Disclosure Schedules, from and after the Closing Date, the Business, the Target Entities, the Purchased Assets, the Assumed Liabilities, and the operations and assets and Liabilities in respect thereof, shall cease to be insured by Sellers’ or their respective Affiliates’ insurance policies or by any of their self-insured programs, and, subject to Section 5.11(a), neither Purchaser nor its Affiliates (including the Business and the Target Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Business, the Target Entities, the Purchased Assets, the Assumed Liabilities, or the operations or assets or Liabilities in respect thereof. Prior to, on or after the Closing, Sellers or their respective Affiliates may amend any insurance policies in the manner it deems appropriate to give effect to this Section 5.11. From and after the Closing, Purchaser shall be responsible for securing all insurance it considers appropriate for the Business, the Target Entities, the Purchased Assets, the Assumed Liabilities, and the operations and assets and Liabilities in respect thereof.

(c) Purchaser agrees that, for a period of six (6) years after the Closing, it shall cause the Target Entities and their successors not to repeal or modify any provision in their Organizational Documents in a manner that would adversely affect the rights and/or exculpation or indemnification of present or former directors, officers, employees or agents of the Target Entities, it being the intent of the Parties that the directors, officers, employees and agents of the Target Entities prior to the Closing shall continue thereafter to be entitled to such rights of exculpation and indemnification to the fullest extent permitted under applicable Laws until at least the sixth anniversary of the Closing Date.

Section 5.12 Litigation Support. For a period of three (3) years after the Closing, in the event that and for so long as any Party or any of its Affiliates is prosecuting, contesting or defending any third-party Proceeding, or is involved in an investigation by a third party, in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Business, the Target Entities, the Purchased Assets or the Assumed Liabilities, at the reasonable request of such Party, the other Party shall, and shall cause its Affiliates (including, in the case of Purchaser, the Target Entities but excluding Fund Affiliates) (and its and their officers and employees) to reasonably cooperate with such Party and its counsel in such prosecution, contest or defenses, including making its personnel reasonably available (including reasonably available to provide testimony to the extent reasonably necessary) and providing reasonable access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense, at the sole cost and expense of the prosecuting, contesting or defending Party, and entry into a joint defense agreement as may be agreed between the Parties. Notwithstanding anything to the contrary in this Section 5.12, Purchaser and Sellers acknowledge and agree that this Section 5.12 shall not apply with respect to any Proceeding with respect to which Purchaser and/or its Affiliates are adverse to Seller and/or its Affiliates.

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Section 5.13 Payments.

(a) Sellers shall, or shall cause their respective Affiliates to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks to the extent related to the Business, the Purchased Assets, the Assumed Liabilities or the Target Entities that have been sent to Sellers or any of their applicable Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business or the Target Entities to the extent that they are in respect of the Business, a Purchased Asset or Assumed Liability hereunder.

(b) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its applicable Affiliates (including the Target Entities) after the Closing Date to the extent that they are in respect of an Excluded Asset or Retained Liability hereunder.

Section 5.14 Non-Solicitation of Employees; Non-Competition.

(a) For a period of two (2) years from the Closing Date, Sellers agree that, without the prior written consent of Purchaser, none of Sellers or any of their respective Subsidiaries will, directly or indirectly, retain, employ or solicit for employment any individual who was a Business Employee immediately prior to the Closing and became employed by Purchaser or Purchaser’s Subsidiaries (including any Target Entity) as of immediately following the Closing (each, a “Business Covered Person”) as an employee or a consultant; provided that Sellers and their respective Subsidiaries shall not be precluded from soliciting or hiring or taking any other action with respect to any Business Covered Person whose employment ceased at least six months prior to commencement of employment discussions between the applicable Seller or its Subsidiaries and such individual; provided, further, that Sellers and their respective Subsidiaries shall not be restricted from engaging in general solicitations or advertising not targeted at any such Persons described above. In addition to the foregoing, for a period of three (3) years from the Closing Date, Sellers agree that, without the prior written consent of Purchaser, no Seller or any of their respective Subsidiaries will retain, employ or solicit for employment any Key Employee as an employee or consultant; provided, that Sellers and their respective Subsidiaries shall not be restricted from engaging in solicitations or advertising not targeted at any such Key Employee. “Key Employee” means the individuals set forth on Section 5.14(a) of the Disclosure Schedules.

(b) For a period of two (2) years from the Closing Date, Purchaser agrees that, without the prior written consent of Seller Representative, none of Purchaser or any of its Subsidiaries will, directly or indirectly, retain, employ or solicit for employment any individual who is an employee of any Seller or any of its Affiliates after the Closing (each, a “Seller Covered Person”) as an employee or a consultant; provided that Purchaser and its Subsidiaries shall not be precluded from soliciting or hiring or taking any other action with respect to any Seller Covered Person whose employment ceased at least six months prior to commencement of employment discussions between Purchaser or its Subsidiaries and such individual; and provided, further, that Purchaser and its Subsidiaries shall not be restricted from engaging in solicitations or advertising not targeted at any Seller Covered Persons. Sellers agree that if Purchaser requests that Sellers waive the restrictions set forth in this Section 5.14(b) with respect to a Seller Covered Person, Sellers shall consider such request in good faith.

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(c) For a period of three (3) years from the Closing Date, without the prior written consent of Purchaser, Sellers agree that they shall not, and shall cause each of their Affiliates not to, directly or indirectly, whether alone or jointly with another Person, whether under an agency, employment, consulting or similar arrangement, license, contract manufacturing arrangement or any other form of business association, carry on in any manner, or have an interest in any Person engaged in any business or activities that compete with the Business as conducted as of the Closing Date (the “Restricted Activities”); provided that the provisions of this Section 5.14(c) shall not be applicable to the acquiring or the surviving Entity (or any of its Affiliates, other than Sellers and their Affiliates as of immediately prior to a bona fide third party transaction hereinafter described) of a bona fide third party transaction to a non-Affiliate in the event that any Seller or any of its Affiliates is acquired, directly or indirectly, by any Person engaged, directly or indirectly, prior to the date of such transaction in operations the conduct of which would otherwise violate this Section 5.14(c) but shall in any event restrict Sellers and their Subsidiaries and provided, further, that nothing herein shall preclude any Seller from:

(i) acquiring (or entering into an agreement to acquire) and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a business or activity that would otherwise violate this Section 5.14(c) (a “Competing Business”) if such Competing Business generated less than ten percent (10%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person prior to such acquisition;

(ii) owning ten percent (10%) or less of the outstanding publicly traded equity securities of any Person who may be engaged in a Competing Business and whose equity securities are listed on a recognized public stock exchange or trading platform;

(iii) owning any interest in NET Power, LLC;

(iv) acquiring (or entering an agreement to acquire) and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a Competing Business if (A) such Competing Business generated ten percent (10%) or more (but in no event greater than twenty-five percent (25%)) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) such Seller, within six (6) months after the consummation of such acquisition, discontinues, or enters into a definitive agreement to cause the divestiture of, a sufficient portion of the Competing Business of such Person such that the restrictions set forth in this Section 5.14(c) would not operate to restrict such ownership and has completed such disposition within twelve (12) months of the date of such definitive agreement;

(v) exercising its rights or performing or complying with its obligations (including through such Seller’s direct or indirect ownership of Purchaser and its subsidiaries after the Closing and the Shareholders Agreement) under or as contemplated by this Agreement or any of the other Transaction Documents;

(vi) subject to Section 5.3, entering into or participating in a joint venture, partnership or other strategic business relationship (including a subcontracting relationship) with any Person engaged in a Competing Business, including, for the avoidance of doubt, in any activities in respect of Opportunities (as defined in the Strategic Agreement) for which the Joint Steering Committee (as defined in the Strategic Agreement) has not agreed to pursue in accordance with the terms of the Strategic Agreement; provided that such joint venture, partnership or other strategic business relationship does not engage in the Competing Business (it being acknowledged that, subject to the compliance with the Strategic Agreement, business relationships relating to pursuing Opportunities (as defined in the Strategic Agreement) or similar engagements with customers, where a third-party provider of services similar to those provided by the Business provides those services and Sellers or their Affiliates provide EPC or other services shall not in and of itself be restricted by this Section 5.14(c); or

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(vii) performing any obligations or receiving any benefits under the Surviving Intercompany Arrangements or the Strategic Agreement.

(d) The Parties acknowledge that the restrictions contained in this Section 5.14 are reasonable in scope and duration in the light of the nature, size and location of the Business. The Parties further acknowledge that the restrictions contained in this Section 5.14 are necessary to protect Purchaser’s significant investment in the Business, including its goodwill. It is the desire and intent of the Parties that the provisions of this Section 5.14 be enforced to the fullest extent permissible under applicable Law. If any provision of this Section 5.14 is held to be excessively broad as to duration, scope, activity or subject, such provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent permissible under applicable Law.

Section 5.15 Misallocated Assets. If, following the Closing, Purchaser or its Affiliates (including the Target Entities) own any Excluded Asset (including by having an Excluded Asset located at a facility that will be owned or leased by Purchaser or Affiliates (including the Target Entities)), Purchaser shall transfer, or shall cause its Affiliates (including the Target Entities) to transfer, at no cost to Purchaser, such Excluded Asset as soon as practicable to the Seller indicated by Seller Representative. If, following the Closing, Sellers or any of their respective Affiliates owns any Purchased Asset, subject to Section 2.13, Sellers shall transfer, or shall cause their respective Affiliates to transfer, at no cost to Purchaser or any of its Affiliates, such Purchased Asset as soon as practicable to Purchaser or an Affiliate (including a Target Entity) indicated by Purchaser. Sellers shall be responsible for reasonable out-of-pocket fees, expenses or costs, including any Tax costs, incurred by the Parties in connection with the transfers described in this Section 5.15.

Section 5.16 Further Assurances. From time to time following the Closing, the Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases, acquittances and instruments, and take such other reasonable actions, in each case as may be necessary or appropriate to make effective the Transaction and the other transactions contemplated hereby if reasonably requested by any other Party to this Agreement.

Section 5.17 Pre-Closing Reorganization. Prior to the Closing, Sellers shall cause the Pre-Closing Reorganization to be consummated; provided that, notwithstanding anything to the contrary contained in any of the Transaction Documents, any documents, Contracts or other arrangements implementing the Pre-Closing Reorganization shall be reasonably acceptable to both the Sellers and Purchaser.

Section 5.18 Additional Financial Statements.

(a) Sellers shall prepare and deliver to Purchaser (A) audited balance sheets of the Business as of December 31, 2018 and December 31, 2017 and the related audited statements of operations, statements of cash flows and statements of changes in net investment of the Business for the years ended December 31, 2018 and December 31, 2017, together with the auditor’s reports thereon, an unqualified opinion of the auditor, and all related notes and schedules thereto, which shall be provided by Sellers to Purchaser as soon as practicable following the date hereof (but which shall be provided no later than the later of (x) February 10, 2020 and (y) the date that is

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three (3) Business Days following the date on which Ernst & Young LLP is appointed as the auditor by the Bankruptcy Court in the Chapter 11 Cases, or if another auditor is appointed, thirty (30) days following the date on which such other auditor is appointed) (the “2017–2018 Audited Additional Financial Statements”), (B) audited balance sheets of the Business as of December 31, 2019 and the related audited statements of operations, statements of cash flows and statements of changes in net investment of the Business for the year ended December 31, 2019, together with the auditor’s reports thereon, an unqualified opinion of the auditor and all related notes and schedules thereto, which shall be provided by Sellers to Purchaser as soon as practicable (but which shall be provided no later than the later of (x) March 31, 2020 and (y) the date that is three (3) Business Days following the date on which Ernst & Young LLP is appointed as the auditor by the Bankruptcy Court in the Chapter 11 Cases or if another auditor is appointed, thirty (30) days following the date on which such other auditor is appointed) (the “2019 Audited Additional Financial Statements”, collectively with the 2017–2018 Audited Additional Financial Statements, the “Additional Audited Financial Statements”), (C) unaudited balance sheet and related statement of operations of the Business as of and for the nine-month period ended September 30, 2019, which shall be provided by Sellers to Purchaser as soon as practicable (but which shall be provided no later than February 10, 2020), and (D) unaudited monthly financial statements of the Business in the form customarily prepared by Sellers (which shall not include footnote disclosures), to the extent available to Sellers, as of and for each monthly period ended after December 31, 2019 and at least thirty (30) Business Days prior to the Closing, in each case prepared on an as-managed basis.

Section 5.19 Bankruptcy Court Filings; Milestones.

(a) No later than:

(i) January 22, 2020, Sellers shall file the Chapter 11 Cases with the Bankruptcy Court. Sellers and Purchaser acknowledge that this Agreement and the transactions contemplated herein are subject to entry of the Bidding Procedures Order, the Sale Order and the Confirmation Order (unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option). In the event of any discrepancy between this Agreement and the Bidding Procedures Order, the Bidding Procedures Order shall govern; in the event of any discrepancy between this Agreement and the Sale Order, the Sale Order shall govern; and in the event of any discrepancy between this Agreement and the Confirmation Order, the Confirmation Order shall govern, unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option, in which case this Agreement shall govern.

(ii) The Petition Date, Sellers shall file with the Bankruptcy Court the Bidding Procedures Motion seeking entry of the Bidding Procedures Order and the Sale Order. Except as otherwise provided herein, the Bidding Procedures Motion, the Sale Order, the Bidding Procedures Order, and any other filings, pleadings, documents, or agreements related to or describing the transactions contemplated herein or Purchaser (including, if applicable, any “first day declaration” or other “first day papers,” disclosure statement or chapter 11 plan of reorganization or liquidation) shall be reasonably acceptable to Purchaser.

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(iii) forty (40) calendar days following the Petition Date, the Bankruptcy Court shall have entered the Bidding Procedures Order.

(iv) fifty-five (55) calendar days following the Petition Date, Sellers shall have completed the Auction (if any) on the terms set forth in the Bidding Procedures Order.

(v) seventy (70) calendar days following the Petition Date, the Bankruptcy Court shall have entered the Sale Order; provided that, if (A) on the Petition Date, Sellers fail to file a chapter 11 plan, disclosure statement, and RSA executed by the Required Supporting Stakeholders, in each case consistent with the Transaction, (B) at any time following the Petition Date, any statutory committee is appointed in the Chapter 11 Cases, or (C) at any time after the Petition Date, the parties to the RSA do not constitute the Required Supporting Stakeholders, then the Bankruptcy Court shall have sixty (60) calendar days following the Petition Date to enter the Sale Order.

(b) Sellers shall give customary notice under the Bankruptcy Code for the relief specified in the Bidding Procedures Motion to known creditors and parties in interest entitled to notice thereof pursuant to the proposed Bidding Procedures Order and any other applicable orders or rules of the Bankruptcy Court.

(c) From and after the date hereof, Sellers will, and will cause their Affiliates to, provide reasonable prior notice before filing any materials with the Bankruptcy Court that relate in any material respect to this Agreement, the transactions contemplated herein, Purchaser or its Affiliates, the Bidding Procedures Order, the Sale Order, or the Confirmation Order, and shall consult in good faith with Purchaser regarding the content of such materials to the extent relating to Purchaser or its Affiliates, this Agreement or the transactions contemplated herein (including, but not limited to, whether portions of such materials should be redacted prior to any such filing).

Section 5.20 Alternative Transactions.

(a) In accordance with the Bidding Procedures Order, Sellers may, and may cause their respective Affiliates and Representatives to, initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to Purchaser and its Affiliates and Representatives) in connection with or for purposes of pursuing any Alternative Transaction only in accordance with the Bidding Procedures Order; provided that Sellers may only furnish information with respect to any of the Purchased Assets to any such Person (and simultaneously provide such information to Purchaser) pursuant to an Acceptable Confidentiality Agreement. Subject to the Bidding Procedures Order, Sellers shall as promptly as reasonably practicable (and in any event within twenty (24) hours after receipt) notify Purchaser in writing of (i) receipt by Sellers or any of their respective Affiliates or Representatives of any such inquiries, proposals or offer and (ii) any decision by Sellers as to whether to enter into any such discussions or negotiations. Subject to the Bidding Procedures Order, Sellers shall (x) promptly provide Purchaser with (1) written notice indicating the identity of the Person making any such inquiry, proposal or offer and the material terms and condition of any such proposal or offer and (2) such other information as is reasonably necessary to keep Purchaser informed in all material respects of the status and material terms of any such inquiry, proposal, offer, discussions or negotiations and (y) keep Purchaser informed as promptly as practicable with respect to any changes in the material terms of any such inquiry, proposal, offer, discussions or negotiations.

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(b) If an Auction is conducted, and Purchaser is not the Successful Bidder, then if and only if Purchaser submits the second-highest or second-best bid at the Auction for the Purchased Assets or the terms of this Agreement constitute the second-highest or second-best bid for the Purchased Assets at the Auction, and Sellers provide notice thereof to Purchaser within three (3) days of the Auction, then Purchaser shall, in accordance with and subject to the Bidding Procedures Order, be required to serve as the back-up bidder if Purchaser is the next highest or otherwise best bidder at the Auction (such party that is the next highest or otherwise best bidder at the Auction, the “Back-Up Bidder”) and, if Purchaser is the Back-Up Bidder, Purchaser shall, notwithstanding Section 8.1(i), be required to keep its bid to consummate the Transaction on the terms and conditions set forth in this Agreement (as the same may be improved upon by Purchaser in the Auction) open and irrevocable until the Back-Up Termination Date. Following the Auction, if the Successful Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Successful Bidder, then Purchaser, if Purchaser is the Back-Up Bidder, will be deemed to have the new prevailing bid and be the Successful Bidder (including for purposes of the 363 Sale Option), and Sellers may seek authority to consummate the Transaction on the terms and conditions set forth in this Agreement (as the same may be improved upon by Purchaser in the Auction) with the Back-Up Bidder. For the avoidance of doubt, Purchaser shall not be required to serve as the Back-Up Bidder beyond the Back-Up Termination Date as such date may be extended pursuant to the terms of this Agreement.

Section 5.21 Cure Costs. Sellers shall transfer and assign, or shall cause to be transferred or assigned, the Assumed Business Contracts and Real Property Leases (collectively, the “Assumed Contracts”) to Purchaser or an Affiliate of Purchaser designated by Purchaser, and Purchaser or such designated Affiliate of Purchaser shall assume all Assumed Contracts, as of the Closing Date pursuant to section 365 of the Bankruptcy Code and the Sale Order or the Confirmation Order (as applicable). As promptly as practicable following the date hereof, Purchaser and Sellers shall use commercially reasonable efforts to cooperate and determine the Cure Costs under each Assumed Contract, if any, so as to permit the assumption and assignment of each such Assumed Contract pursuant to section 365 of the Bankruptcy Code in connection with the Transaction. In connection with the assignment and assumption of the Assumed Contracts, Sellers shall cure any defaults under the Assumed Contracts by payment of any Cure Costs (or create reserves therefor) as ordered by the Bankruptcy Court. Sellers or their designated Affiliate shall be responsible for demonstrating and establishing adequate assurance of future performance before the Bankruptcy Court with respect to the Assumed Contracts.

Section 5.22 Financing.

(a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Commitment Letters in accordance with the terms and subject to the conditions thereof, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be

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required until reasonably necessary in connection with the funding of the Debt Financing) with respect thereto on the terms and conditions contained therein or on other terms no less favorable in any material respect to Purchaser than the terms provided in the Commitment Letters, (iii) to satisfy on a timely basis (taking into account the expected timing of the Marketing Period) all conditions, and otherwise comply with all terms, applicable to Purchaser in the Commitment Letters that are within its control (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to Purchaser contained in such Commitment Letters) and (iv) upon the satisfaction or waiver of the conditions precedent set forth in the Commitment Letters, consummate the financing contemplated by the Commitment Letters, subject to the terms and conditions set forth therein (taking into account the implementation of any “market flex” provisions). If the commitments with respect to all or any portion of the Financing expire, terminate or otherwise become unavailable for any reason on the terms and conditions contemplated in the Commitment Letters, Purchaser shall promptly notify Sellers in writing and Purchaser shall use its reasonable best efforts to arrange and obtain any such portion from alternative sources on terms and conditions no less favorable to Purchaser as those contained in the Commitment Letters as in effect on the date hereof as promptly as practicable following the occurrence of such event. Purchaser shall deliver to Sellers true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the Financing and promptly provide Sellers with such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Sellers prompt notice in writing of any material breach by any party to the Commitment Letters of which Purchaser has become aware or any termination of the Commitment Letters. Purchaser shall keep Sellers informed on a reasonably current basis of material developments relating to the Financing. Purchaser may agree to or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing so long as (x) Purchaser promptly provides Sellers with such information as they may reasonably request in connection with any alternative financing arrangements or plans or (y) such amendment, supplement, modification or waiver (i) does not reduce the aggregate amount, together with any available cash and cash equivalents of the Purchased Entities, of the Financing below an amount required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related Fee Letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by a corresponding amount); (ii) does not (A) impose new or additional conditions precedent to the Financing, or (B) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letters, in the case of clauses (A) and (B), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing; (iii) would reasonably be expected to prevent, or materially delay, impede or impair the Closing; or (iv) would not materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters or otherwise to timely consummate the transactions contemplated by this Agreement (it being understood that Purchaser may amend any Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Debt Commitment Letters as of the date of this Agreement). Prior to the Closing, Purchaser shall not, without the prior written consent of the

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Sellers, agree to, or permit, any amendment, restatement, amendment and restatement, replacement, supplement, or other modification of, or waiver or consent under, the Commitment Letters, Fee Letters, or other documentation relating to the Financing which would reasonably be expected to prevent, or materially delay, impede or impair the Closing. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall include the financing contemplated by the Commitment Letters as permitted to be amended, modified, waived or replaced by this Section 5.22(a) and references to “Debt Commitment Letters” and “Fee Letters” shall include such documents as permitted to be amended, modified, waived or replaced by this Section 5.22(a).

Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.22 shall require, and in no event shall the reasonable best efforts of Purchaser be deemed or construed to require, Purchaser or any Affiliate thereof to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Commitment Letter, the Debt Commitment Letters or the Fee Letters.

For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, the Financing is not a condition to Purchaser’s obligation to consummate the Closing; accordingly, if the Financing (or any alternative) has not been obtained, Purchaser shall continue to be obligated to consummate the Closing on the terms of this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Article VII and to Purchaser’s rights under Section 8.1.

(b) Prior to the Closing, Sellers shall use their reasonable best efforts to provide, and shall use reasonable best efforts to cause their respective Subsidiaries to provide, and shall use reasonable best efforts to cause their and their respective Representatives to provide, upon reasonable advance notice and at mutually agreed times, to Purchaser such cooperation as is reasonably requested by Purchaser that is customary in connection with arranging and syndicating the Debt Financing in connection with the Debt Financing, including such cooperation in connection with:

(i) assisting in preparation for and participation in a reasonable number of bank meetings, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) with prospective lenders, investors and ratings agencies and assisting Purchaser in obtaining ratings as contemplated by the Debt Financing;

(ii) assisting Purchaser and the Debt Financing Sources in the preparation of (A) offering documents, private placement memorandum, bank information memorandum, prospectuses and similar marketing documents for any of the Debt Financing, including the execution and delivery of customary authorization and representation letters in connection with bank information memoranda and (B) materials for rating agency presentations;

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(iii) as promptly as reasonably practicable (A) furnishing Purchaser and the Debt Financing Sources with (x) the Required Financial Information and (y) such pertinent and customary information, to the extent reasonably available to Sellers or any of their respective Subsidiaries, regarding the Business as may be reasonably requested by Purchaser in order to consummate the arrangement and borrowings of the credit facilities and loans, the bridge loan facility and loans and offerings of debt securities contemplated by the Debt Financing and (B) informing Purchaser if any Seller or any of its respective Subsidiaries shall have knowledge of any facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP;

(iv) both before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to consummate a securities offering, for up to twelve (12) months after the Closing, providing appropriate representations in connection with the preparation of financial statements and other financial data of the Business and requesting accountants’ consents in connection with the use of the financial statements of the Business in offering documents;

(v) delivering information reasonably requested by Purchaser to assist with Purchaser’s preparation of pro forma financial information and financial statements to the extent necessary or reasonably required by Purchaser’s financing sources (including the Debt Financing Sources) to be included in any offering documents; provided that none of Sellers nor any of their Subsidiaries or Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information;

(vi) providing the financial statements contemplated by and in accordance with the terms of Section 5.18;

(vii) executing and delivering as of (but not before) the Closing any pledge and security documents (by the Target Entities), other definitive financing documents (by the Target Entities), or other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by Purchaser (including a certificate of the chief financial officer of the Business with respect to solvency matters in the form set forth as an annex to the Debt Commitment Letters) and otherwise facilitating the pledging of collateral by the Target Entities (including (x) cooperation in connection with the pay-off of existing Indebtedness of the Target Entities that does not constitute Assumed Liabilities and obtaining for delivery concurrently with the Closing customary instruments or notices of termination and discharge (executed as necessary) in appropriate form for filing, registration, recordation or delivery, as applicable, in respect of the Liens on the Purchased Assets other than Permitted Liens (and the Liens terminated under the Lien Release Letters) and (y) cooperation in connection with Purchaser’s efforts to obtain environmental assessments and title insurance);

(viii) assisting Purchaser to obtain waivers, consents, estoppels and approvals from other parties to material licenses, leases, encumbrances and Contracts relating to the Business and to arrange discussions among Purchaser, the providers of the Equity Financing and the Debt Financing and their respective Representatives with other parties to material licenses, leases, encumbrances and Contracts of the Business as of the Closing;

(ix) taking all reasonable actions necessary to permit Purchaser’s financing sources (including the Debt Financing Sources) to evaluate the Business’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations;

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(x) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Debt Financing, including any high yield financing, and to permit the proceeds thereof, together with the cash at the Purchased Entities, if any (not needed for other purposes including, and without limiting Sellers’ rights under this Agreement, to distribute any such cash or otherwise engage in any transaction that results in Leakage or Permitted Leakage prior to the Closing, subject to all other relevant provisions of this Agreement regarding adjustment to the Purchase Price as a result of Leakage), to be made available on the Closing Date to consummate the transactions contemplated by this Agreement; and

(xi) providing at least five Business Days prior the Closing Date all documentation and other information about the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations set forth in 31 C.F.R. § 1010.230 and requested at least nine (9) Business Days prior to the Closing Date;

provided that (x) all such requested cooperation provided in accordance with this Section 5.22 shall not unreasonably interfere with the normal business or operations of Sellers, the Target Entities or the Business, (y) no obligation of Sellers or the Target Entities under an certificate, document, agreement or instrument (other than the authorization and representation letters referred to above) will be effective until consummation of the Closing and (z) neither Sellers nor any of their respective Affiliates shall be required to pay any commitment or other similar fee or incur any other Liability, in each case, in connection with the Financing (in the case of the Target Entities, prior to the Closing), or make any other payment or agree to provide any indemnity (other than in connection with authorization and representation letters referred to above) in connection with the Financing (in the case of the Target Entities, prior to the Closing); provided, further, that the effectiveness of any documentation executed by any Target Entity with respect thereto, and the attachment of any Lien, shall be subject to the consummation of the Closing; provided, further, no director or officer of any Seller or any Subsidiary of any Seller shall be required to execute any agreement, certificate, document or instrument with respect to the Financing that would be effective prior to the Closing (other than the authorization and representation letters referred to above). In addition, nothing in this Section 5.22 shall require any action that would conflict with or violate the Organizational Documents of any Seller or Target Entity, as applicable, or any Law.

Purchaser shall promptly, upon request by Sellers, reimburse Sellers for all reasonable and documented out-of-pocket costs or expenses incurred by Sellers, any of their Affiliates, Subsidiaries and their respective Representatives in complying with their respective covenants pursuant to this Section 5.22. Further, Purchaser shall indemnify and hold harmless Sellers, their Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financing or any alternative financing and any information utilized in connection therewith (other than any information provided in writing by or on behalf of Seller or any of its Subsidiaries specifically for use in connection with the Financing), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, Seller or any of its Subsidiaries or their respective Affiliates and Representatives.

(c) Seller hereby consents to the use of the logos of the Business solely in connection with the Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Sellers or any of their respective Affiliates or Sellers’ or any of their respective Affiliates’ reputation or goodwill and will comply with Sellers’ usage requirements to the extent made available to Purchaser prior to the date of this Agreement.

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(d) Sellers shall, and shall cause their Subsidiaries to, use reasonable best efforts to periodically update any Required Financial Information provided to Purchaser as may be necessary so that such Required Financial Information is (i) Compliant, (ii) meets the applicable requirements set forth in the definition of “Required Financial Information” and (iii) would not, after giving effect to such update(s), result in the Marketing Period to cease to be deemed to have commenced. For the avoidance of doubt, Purchaser may, to most effectively access the financing markets, require the cooperation of Seller and its Subsidiaries under this Section 5.22 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing; provided that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets. Sellers shall timely file SEC documents and other materials with the SEC to the extent required by the SEC, in each case in accordance with Law, to the extent such documents and other materials relate specifically to the Business. In addition, if, in connection with a marketing effort contemplated by the Debt Commitment Letters, Purchaser reasonably requests Sellers to file a Current Report on Form 8-K pursuant to the Exchange Act or similar report under applicable Laws that contains material non-public information with respect to Sellers or the Business, which Purchaser reasonably determines to include in a customary offering memorandum for the Debt Financing, then Sellers shall file a Current Report on Form 8-K containing such material non-public information.

(e) Prior to the Closing, Sellers shall, and shall cause their Subsidiaries to, use their reasonable best efforts to cause their independent auditors to provide, consistent with customary practice, (i) consent to offering memoranda that include or incorporate consolidated financial information of the Business and their reports thereon, in each case, to the extent such consent is required, customary auditors reports and customary comfort letters (including “negative assurance” comfort) with respect to financial information relating to the Business, (ii) delivering information reasonably requested by Purchaser to assist Purchaser in its preparation of pro forma financial statements and (iii) reasonable assistance and cooperation to Purchaser, including attending accounting due diligence sessions.

Section 5.23 R&W Insurance Policy.

(a) As of the date of this Agreement, Purchaser has entered into a binder agreement (the “Binder Agreement”) with a representation and warranty insurer (or agent thereto) providing for a summary of conditional coverage of a buyer-side representation and warranty insurance policy (the “R&W Insurance Policy”) a copy of which is attached hereto as Exhibit L. Purchaser shall use commercially reasonable efforts to satisfy the conditions set forth in the Binder Agreement to ensure that the R&W Insurance Policy is fully bound and in full force and effect at the Closing. Purchaser shall not amend, modify or otherwise change, terminate or waive all or any portion of the Binder Agreement or the R&W Insurance Policy in any manner that is materially adverse to Sellers without the prior written consent of the Seller Representative.

(b) The cost of obtaining the R&W Insurance Policy, including all premiums and any related brokers fees, shall be paid by Purchaser.

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(c) The Parties agree that none of Sellers, their respective Affiliates or their respective Representatives shall be liable to the insurer under the R&W Insurance Policy for subrogation claims pursuant to the R&W Insurance Policy, and Purchaser covenants and agrees that the R&W Insurance Policy will include a waiver of any right of subrogation against each Seller, and each Affiliate or Representative of such Seller in connection with this Agreement and the transactions contemplated hereby, except in the case of Fraud by such Seller, or such Affiliate or Representative of such Seller in connection with this Agreement and the transactions contemplated hereby.

(d) From and after the date hereof, each of Purchaser and Sellers shall, and each shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to cause the removal of any exclusions under the R&W Insurance Policy relating to the Unaudited Statements and the Additional Audited Financial Statements; provided that, notwithstanding anything to the contrary contained in this Section 5.23(d), the obligations of the Parties under this Section 5.23(d) shall not unreasonably delay the consummation of the Transaction in accordance with this Agreement.

Section 5.24 Dutch 403 Statement. Comet II B.V. has withdrawn its declaration of joint and several liability (the “403 Statement”) in respect of Lummus Technology Heat Transfer B.V. and Lummus Technology B.V., and shall take the required steps to terminate the remaining liability thereunder in accordance with Article 2:404 of the Dutch Civil Code. Following the Closing, to the extent any creditor of Lummus Technology Heat Transfer B.V. or Lummus Technology B.V. objects to the termination of the remaining liability under the 403 Statement, Purchaser shall, or shall cause the Target Entities to, provide such objecting creditor with sufficient security as requested by such creditor, or as may otherwise be determined by a court having competent jurisdiction over the matter. Purchaser shall indemnify Sellers and their respective Affiliates (including, for the avoidance of doubt, Comet II B.V.) for any liability in relation to Lummus Technology Heat Transfer B.V. or Lummus Technology B.V. arising from or in connection with the 403 Statement or otherwise resulting from Purchaser and the Target Entities not having provided sufficient security as contemplated by this Section 5.24.

Section 5.25 Title Affidavits and Releases of Deeds of Trust . Prior to the Closing, (i) upon reasonable notice to Sellers, Sellers shall use commercially reasonable efforts to deliver, or cause to be delivered, such title affidavits and other documents as Purchaser may reasonably request in connection with obtaining, as of the Closing, title insurance policies insuring fee title to the Owned Real Property, subject only to Permitted Liens and (ii) Sellers shall use reasonable best efforts to release from the Owned Real Property (a) the Deed of Trust, dated December 20, 2019, recorded December 26, 2019 in County Clerk’s File No. RP-2019-570318, of the Official Public records, of Harris County, Texas, granted by Chemical Research & Licensing, LLC, with Peter S. Graf as trustee and Credit Agricole Corporate and Investment Bank as beneficiary, and (b) the Deed of Trust, dated March 11, 2019, recorded March 26, 2019 in County Clerk’s File No. 2019-117278, of the Official Public records, of Harris County, Texas, granted by Chemical Research & Licensing, LLC, with Peter S. Graf as trustee and Credit Agricole Corporate and Investment Bank as beneficiary.

Section 5.26 Master Service Agreements. Prior to the Closing, Sellers and Purchaser shall discuss in good faith one or more master service agreements (collectively, the “Master Service Agreement”) that may be entered, as of the Closing, between or among certain of Sellers, on the one hand, and certain of the Target Entities, on the other hand, for the supply of goods and services, including engineering services, to or from the other party or parties thereto (as applicable). The Parties acknowledge and agree that the Master Service Agreement shall not obligate any applicable party thereto to provide or receive any goods or services thereunder, and the terms thereof shall be limited only to those terms (including with respect to pricing) that will be applicable should any such goods or services be provided in accordance with the terms thereof.

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Section 5.27 Intellectual Property Cross-Licenses.

(a) IP License from the Purchaser and Target Entities. Effective as of the Closing Date, the Purchaser hereby grants, and shall cause the Target Entities to grant, to the Sellers a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully paid-up, non-terminable right and license to store, copy, run, display, load, modify, access, make, have made, sell, offer for sale, import, create derivative works of and otherwise use all Owned Intellectual Property (excluding Marks) that was used by the Sellers and their Affiliates at any time during the twelve (12) months prior to the Closing Date in the operation of their retained businesses (for clarity, other than the Business), for use in connection with the businesses of the Sellers and their Affiliates. The foregoing license shall be (i) non-sublicensable, except (a) to the Sellers’ Affiliates and (b) to service providers, consultants, or independent contractors in connection with the performance of services for the Sellers and their Affiliates in the ordinary course of business, and (ii) non-transferable, except to an acquirer of all or substantially all of the assets of the Sellers.

(b) IP License to the Purchaser and Target Entities. Effective as of the Closing Date, the Sellers hereby grant, and shall cause their Affiliates to grant, to the Purchaser and the Target Entities a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully paid-up, non-terminable right and license to store, copy, run, display, load, modify, access, make, have made, sell, offer for sale, import, create derivative works of and otherwise use all Business Intellectual Property (excluding Marks) owned by the Sellers and their Affiliates following the Closing Date that was used in connection with the operation of the Business at any time during the twelve (12) months prior to the Closing Date, for use in connection with the Business. The foregoing license shall be (i) non-sublicensable, except (a) to Purchaser’s and the Target Entities’ respective Affiliates and (b) to service providers, consultants, or independent contractors in connection with the performance of services for the Purchaser, the Target Entities or their respective Affiliates in the ordinary course of business, and (ii) non-transferable, except to an acquirer of all or substantially all of the assets of the Purchaser and the Target Entities. Within ten (10) days of the Closing Date, the Sellers shall deliver a copy of the iDocs source code to Purchaser in the same format as maintained by the Sellers or its Affiliates as of the Closing Date, for no additional consideration. The Purchaser and the Sellers shall not, and shall each cause their Affiliates not to, disclose or transfer the iDocs source code or derivative works or improvements thereof to any Person other than to (i) service providers, consultants, or independent contractors in connection with the performance of services for the disclosing Party, or (ii) an acquirer of all or substantially all of the assets of the disclosing Party. Section 5.29 Specified Hedging Arrangements. In respect of the transactions set forth on Section 5.29 of the Seller Disclosure Schedule, Sellers shall use commercially reasonable efforts to cooperate with Purchaser and the contractual counterparty in respect of such transactions in order to effect novations of such transactions such that, as of the Closing Date, Purchaser shall replace the applicable Seller (or Affiliate thereof) as a party to such transactions; provided; however, that any requirements for the satisfaction of any conditions (including, without limitation, the posting of collateral) imposed by the contractual counterparty in connection with such novations shall be the sole responsibility of Purchaser, and neither Sellers nor any of their respective Affiliates shall be required to pay any amount to Purchaser or the contractual counterparty as a prerequisite for effecting, or a consequence of failure to effect, such novations. For the avoidance of doubt, the Sellers’ obligations with respect to the maintenance of such software are set forth solely in the Transition Services Agreement.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT THE INTELLECTUAL PROPERTY LICENSED PURSUANT TO THIS SECTION 5.27 IS LICENSED SOLELY ON AN “AS IS, WHERE IS” BASIS. THE INTELLECTUAL PROPERTY LICENSED PURSUANT TO THIS SECTION 5.27 IS PROVIDED BY THE APPLICABLE LICENSOR WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE APPLICABLE LICENSEE. EACH LICENSOR PARTY AND ITS AFFILIATES DISCLAIM ALL IMPLIED WARRANTIES WITH RESPECT TO THE INTELLECTUAL PROPERTY LICENSED PURSUANT TO THIS SECTION 5.27 AND ANY SOFTWARE INCLUDED

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THEREIN, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY OR ITS AFFILIATES SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY USE OF THE INTELLECTUAL PROPERTY LICENSED PURSUANT TO THIS SECTION 5.27 BY THE OTHER PARTY, ANY OF ITS SUBLICENSEES OR ANY OTHER PERSON.

(d) Notwithstanding any other provision of this Agreement, the license grants set forth in this Section 5.27 shall survive the Closing and any expiration of this agreement in perpetuity.

Section 5.28 Shared Services Agreements. Sellers shall, and shall cause their Affiliates to, deliver to Purchaser as soon as practicable after the date hereof (but in any event no later than thirty (30) days after the date hereof) a true, correct and complete list of any Contract (a) with third parties with respect to the provision of shared services between any of the Sellers and their Affiliates (other than a Target Entity), on the one hand, and any Target Entity, on the other hand or (b) pursuant to which any of the Sellers or their Affiliates provides services to any of the Target Entities, in each case of the foregoing clauses (a) and (b) that are required for the continued conduct of the Business following the Closing in all substantially respects in the manner currently conducted by Sellers and their Subsidiaries.

ARTICLE VI

CERTAIN TAX MATTERS

Section 6.1 Survival of Tax Representations and Warranties. Notwithstanding any other provision of this Agreement, the covenants in this Article VI and the representations and warranties of Sellers and the Target Entities contained in Section 3.14 (Taxes) of this Agreement shall survive the Closing and remain in full force and effect with respect to any claim based on such covenants or representations and warranties until the date which is 60 days after the date upon which the Liability to which any such claim may relate is barred by all applicable statutes of limitations (including all periods of extension, whether automatic or permissive).

Section 6.2 Tax Indemnification. From and after the Closing Date, Sellers shall indemnify Purchaser, the Target Entities and their respective Affiliates (each a “Tax Indemnified Purchaser Party” and collectively, the “Tax Indemnified Purchaser Parties”) against and hold them harmless from any and all Losses suffered or incurred arising out of, without duplication:

(a) (i) Pass-Through Income Taxes of the Target Entities attributable to taxable periods ending on or before the Closing Date (and the portion of a Straddle Period ending on the Closing Date) and (ii) Tax liabilities of or with respect to the assets or operations of the Target Entities (including Income Taxes that are not Pass-Through Income Taxes)) attributable to taxable periods ending at or before the Measurement Time (and the portion of a Straddle Period ending at the Measurement Time) in excess of the amount of Income Taxes which are included as Funded Debt and the amount of Taxes treated as current liabilities in the final calculation of Working Capital;

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(b) Taxes of any member of an affiliated, consolidated, combined, unitary or aggregate group or fiscal unity or similar arrangement of which any Target Entity is or was a member on or prior to the Closing Date by reason of liability under Treasury Regulation Section 1.1502-6 or comparable provision of U.S. federal, state, or local or non-U.S. Tax law;

(c) Taxes imposed on a Tax Indemnified Purchaser Party as a result of (x) a breach of a representation or warranty set forth in Section 3.14 (Taxes) of this Agreement or (y) a breach of a covenant or agreement set forth in Section 5.1(b)(viii) of this Agreement; provided that, for purposes of this Section 6.2(c) only, any breach of a representation, warranty, covenant or agreement shall be determined without any qualification as to “materiality”, “material adverse effect”, “Material Adverse Effect”, or any other materiality qualifications;

(d) Taxes arising out of the Pre-Closing Reorganization or the Pre-Closing Restructuring;

(e) Excluded Business Taxes;

(f) Taxes of any Target Entity that arise as a direct result of a Benefit Plan and that are triggered as a result of an event occurring on or before the Measurement Time (including Taxes arising at or after the Measurement Time as a direct result of such event);

(g) Taxes in respect of any period or part of a period ending on or before Measurement Time that arises as a result of any Target Entity not recovering underpaid wage Taxes from any individual who for Tax purposes is considered an (former) employee or deemed (former) employee of any Target Entity (including for the avoidance of doubt any statutory directors or supervisory board members) in accordance with Section 6.4;

(h) Taxes assessed on any Target Entity pursuant to section 39 of the TCA that would not have been assessed on such Target Entity but for its inclusion in the Existing CIT Fiscal Unity or any other CIT Fiscal Unity within the Seller’s group, except to the extent it concerns Taxes that are allocable to such Target Entity and that are included as Funded Debt or treated as current liabilities in the final calculation of Working Capital;

(i) Taxes assessed on any Target Entity pursuant to section 43 of the TCA that would not have been assessed on such Target Entity but for its inclusion in the Existing VAT Fiscal Unity or any other VAT Fiscal Unity within the Seller’s group, except to the extent it concerns Taxes that are allocable to such Target Entity and that are included as Funded Debt or treated as current liabilities in the final calculation of Working Capital;

(j) The set-off pursuant to section 24 of the TCA by the Dutch Tax Authority (Belastingdienst) of any Taxes for which any member of the Existing CIT Fiscal Unity or any other CIT Fiscal Unity within the Seller’s group, in each case other than a Target Entity, is liable, against any receivable that such Target Entity has on the Dutch Tax Authority (Belastingdienst), except to the extent it concerns Taxes that are allocable to such Target Entity and that are included as included as Funded Debt or treated as current liabilities in the final calculation of Working Capital; and

(k) Transfer Taxes payable by Sellers pursuant to Section 6.12.

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provided, that for purposes of Losses described under the foregoing clause (c), Sellers shall only be obligated to indemnify the Tax Indemnified Purchaser Parties for such Losses, in the aggregate, in excess of $13,625,000.

Section 6.3 No Recourse. Notwithstanding any provision of the Agreement or this Article VI to the contrary, if a Tax Claim (including interest and penalties) is made against any Target Entity for the underpayment of Tax in respect of any payment in cash or in kind (including but not limited to equity incentives) made to current or former (deemed) employees of any Target Entity which qualifies as taxable wages for purposes of the levy of wage Tax, the Target Entities shall use commercially reasonable efforts to recover such Tax from the relevant current or former (deemed) employees.

Section 6.4 Tax Indemnification Procedures.

(a) After the Closing, the Tax Indemnified Purchaser Parties shall promptly notify Seller Representative in writing of any demand, claim or notice of the commencement of any Tax Proceeding received by such party from any Governmental Entity or any other Person with respect to Taxes for which Sellers are liable pursuant to Section 6.2 of this Agreement; provided, however, that a failure to give such notice will not affect the Tax Indemnified Purchaser Parties’ rights to indemnification under this Article VI, except to the extent that Sellers are prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Entity or any other Person in respect of any such asserted Tax liability.

(b) Except with respect to Taxes shown due on Tax Returns prepared pursuant to Section 6.6, payment by Sellers of any amount due to a Tax Indemnified Purchaser Party under this Article VI shall be made within ten (10) days following written notice by the Tax Indemnified Purchaser Party that payment of such amounts to the appropriate Governmental Entity or other applicable third party that is due by the Tax Indemnified Purchaser Party, provided that Sellers shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Entity or applicable third party.

(c) All amounts required to be paid pursuant to Section 6.4(b) shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the applicable Tax Indemnified Purchaser Party.

(d) Any payments required pursuant to this Article VI that are not made within the time period specified in this Section 6.4 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax.

(e) Purchaser and Sellers may, if agreed to in writing by both Purchaser and such relevant Seller, set off any amounts owed pursuant to this Section 6.4 by a Seller against amounts owed by Purchaser to such Seller pursuant to Section 6.7.

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Section 6.5 Tax Proceedings; Cooperation.

(a) After the Closing Date, except as provided in Section 6.5(b), Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Proceedings with respect to the Target Entities (subject to the relevant governance provisions with respect to all Purchased Ventures). Sellers shall control the conduct of any Tax Proceedings with respect to Excluded Business Taxes.

(b) In the case of a Tax Proceeding with respect to the Target Entities (subject to the relevant governance provisions with respect to all Purchased Ventures) after the Closing Date for which Purchaser is indemnified under Section 6.2(a) and with respect to Pass-Through Income Taxes of the Target Entities, Sellers shall control the conduct of such Tax Proceeding, but Purchaser shall have the right to participate in such Tax Proceeding at its own expense, and Sellers shall not be able to settle, compromise and/or concede any portion of such Tax Proceeding without the consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned; provided that Sellers shall make, or cause to be made, the “push-out election” under Section 6226 of the Code with respect to any such Tax Proceeding to which such election applies; provided, further, that if Sellers fail to assume control of the conduct of any such Tax Proceeding within a reasonable period following the receipt by Sellers of notice of such Tax Proceeding and such failure is reasonably expected to materially prejudice the Tax Proceeding, Purchaser shall have the right to assume control of such Tax Proceeding and shall be able to settle, compromise and/or concede such Tax Proceeding in its sole discretion. In the case of a Tax Proceeding with respect to the Target Entities after the Closing Date that relates both to Taxes for which Purchaser is indemnified under Section 6.2(a) and Taxes for which Purchaser is not indemnified under Section 6.2(a), Purchaser shall control the conduct of such Tax Proceeding (subject to the relevant governance provisions with respect to all Purchased Ventures), but Seller Representative shall have the right to participate in such Tax Proceeding at its own expense, and Purchaser shall not settle, compromise and/or concede such Tax Proceeding without the consent of Seller Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Section 6.6 Preparation of Tax Returns and Payment of Taxes.

(a) Purchaser shall prepare (or cause to be prepared), and timely file (or cause to be timely filed) all Tax Returns (other than Pass-Through Tax Returns) of the Target Entities (subject to the relevant governance provisions with respect to all Purchased Ventures) required to be filed with any Governmental Entity after the Closing Date. Sellers shall be responsible to pay all Taxes shown due on such Tax Returns for which a Purchaser would be indemnified pursuant to Section 6.2(a). Purchaser shall notify Seller Representative of any amounts due from Sellers in respect of any such Tax Return no later than thirty (30) days prior to the date on which such Tax Return is due, and Sellers shall remit such payment to Purchaser no later than ten (10) days prior to the date such Tax Return is due. In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date, Purchaser shall prepare each such Tax Return in a manner consistent with past practice, except as otherwise required by applicable Law, and shall deliver any such Tax Return to Seller Representative for its review, in the case of income Tax Returns, at least thirty (30) days prior to the date such Tax Return is required to be filed, and in the case of non-income Tax Returns, at least ten (10) days prior to the date such non-income Tax Return is required to be filed. Purchaser shall consider in good faith any comments on such

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Tax Return provided by Seller Representative. If Purchaser and Seller Representative are unable to reach agreement on any such Tax Returns they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes, which decision shall be rendered, in the case of income Tax Returns, within fifteen (15) days) after such firm is retained, and in the case of non-income Tax Returns, within five (5) days after such firm is retained (and, in any case, before such Tax Return is due) and shall be final, conclusive and binding on the Parties. One-half of the fees and expenses of the Independent Accounting Firm shall be paid by Purchaser, and one-half of such fees and expenses shall be paid by Sellers.

(b) Seller Representative shall prepare, or cause to be prepared, all Pass-Through Tax Returns of the Target Entities (subject to the relevant governance provisions with respect to all Purchased Ventures). Seller Representative shall prepare each such Tax Return in a manner consistent with past practice, except as otherwise required by applicable Law, and shall deliver any such Tax Return to Purchaser for its review at least thirty (30) days prior to the date such Tax Return is required to be filed. Seller Representative shall consider in good faith any comments on such Tax Return provided by Purchaser. If Purchaser and Seller Representative are unable to reach agreement on any such Tax Returns they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes, which decision shall be rendered within fifteen (15) days after such firm is retained (and, in any case, before such Tax Return is due) and shall be final, conclusive and binding on the Parties. One-half of the fees and expenses of the Independent Accounting Firm shall be paid by Purchaser, and one-half of such fees and expenses shall be paid by Sellers.

(c) Notwithstanding anything to the contrary in this Section 6.6, MDRT shall have the sole conduct of preparing (or causing to be prepared) and filing (or causing to be filed) all Tax Returns of Existing CIT Fiscal Unity and VAT Fiscal Unity. In the case of Tax Returns of the Existing VAT Fiscal Unity that are filed with respect to a taxable period (or portion thereof) that starts on or after the Measurement Time, MDRT shall prepare each such Tax Return in a manner consistent with past practice, except as otherwise required by applicable Law.

Section 6.7 Refunds and Tax Reimbursement.

(a) Sellers will be entitled to any credits and refunds (including interest received thereon) in respect of any Taxes for which Sellers have agreed to indemnify Purchaser pursuant to Section 6.2, net of (i) any expenses, costs and Taxes incurred in connection with obtaining any such credits or refunds and (ii) any unpaid Losses for which an indemnification payment is due pursuant to this Article VI.

(b) Sellers will be entitled to reimbursement from Purchaser with respect to payments of Taxes by Sellers and its Subsidiaries with respect to taxable periods (or the portions thereof) beginning after the Measurement Time for which Sellers are not responsible pursuant to Section 6.2(a), and which were not treated as current assets in Working Capital or as an offset to Funded Debt. Purchaser shall pay to Sellers, within ten (10) days after notification by Sellers that any such Taxes in the foregoing sentence have been paid, all Taxes that Sellers identify as having been paid by providing to Purchaser copies of any applicable documentation with the applicable Governmental Entity and any other supporting documentation reasonably satisfactory to Purchaser. If Purchaser disputes the Tax reimbursements claimed by Sellers, they shall promptly thereafter cause the Independent Accounting Firm to resolve any

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remaining disputes, which decision shall be rendered within five (5) days after such firm is retained and shall be final, conclusive and binding on the Parties. One-half of the fees and expenses of the Independent Accounting Firm shall be paid by Purchaser, and one-half of such fees and expenses shall be paid by Sellers.

Section 6.8 Cooperation, Tax Returns and Exchange of Information.

(a) Each Party shall, and shall cause its Affiliates to, provide to the other Party to this Agreement such cooperation, documentation and information relating to the Target Entities or the Purchased Assets as either Party may reasonably request and that is reasonably necessary in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes, or (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority, and providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property and other information, which any such Party may possess. Each Party shall make its employees reasonably available on a mutually convenient basis at the cost of the requesting Party to provide an explanation of any documents or information so provided.

(b) Each Party to this Agreement shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the Target Entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (y) seven (7) years following the due date (without extension) for such Tax Returns. Thereafter, the Party holding such Tax Returns or other documents may dispose of them after offering the other Party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other Party’s own expense.

Section 6.9 Tax Sharing Agreements.

(a) To the extent relating to the Purchased Entities, Sellers shall terminate or cause to be terminated, on or before the Closing Date, all Tax sharing agreements or arrangements (other than this Agreement), if any, to which any of the Target Entities are parties, such that none of Sellers, Purchaser, the Target Entities nor any of their respective Affiliates shall have any rights or obligations thereunder after the Closing.

Section 6.10 Termination of Existing CIT Fiscal Unity.

(a) The Relevant Target Entities shall be separated from the Existing CIT Fiscal Unity as per the Existing CIT Fiscal Unity Termination Date. MDRT and Purchaser agree that it is their intention that the Existing CIT Fiscal Unity Termination Date is the Closing Date for purposes of this Section 6.10(a), and MDRT and Purchaser shall use commercially reasonable efforts to sustain that position to the Dutch Tax Authority (Belastingdienst).

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(b) MDRT shall prepare the opening balance sheets for tax purposes of each Relevant Target Entity as per the Existing CIT Fiscal Unity Termination Date (the “Opening Balance Sheet”).

(c) MDRT shall deliver a draft of each Opening Balance Sheet to Purchaser within forty (40) Business Days after the Closing Date.

(d) Purchaser is entitled to object to the draft of each Opening Balance Sheet in accordance with the procedure set forth in Section 6.14. If Purchaser does not object to the draft of an Opening Balance Sheet, it is deemed to be approved and becomes final.

(e) Purchaser shall (i) act in full accordance with each final Opening Balance Sheet and (ii) not take or cause to be taken any position toward the Dutch Tax Authority (Belastingdienst) that deviates from any Opening Balance Sheet, unless required by applicable Law.

(f) From and after the Closing Date, Purchaser shall indemnify MDRT against and hold it harmless from any and all Losses suffered or incurred arising out of the set-off pursuant to section 24 of the TCA by the Dutch Tax Authority (Belastingdienst) of (i) any Taxes for which any Target Entity is liable and that are included as Funded Debt or treated as current liabilities in the final calculation of Working Capital, against any receivable that any member of the Existing CIT Fiscal Unity or any other CIT Fiscal Unity within the Seller’s group, in each case other than a Target Entity, has on the Dutch Tax Authority (Belastingdienst) and (ii), to the extent not covered by limb (i), any Taxes other than Pass-Through Income Taxes for which any Target Entity is liable, against any receivable that any member of the Existing CIT Fiscal Unity, other than a Target Entity, has on the Dutch Tax Authority (Belastingdienst).

Section 6.11 Tax Treatment of Payments. Except to the extent otherwise required pursuant to a Final Determination, Sellers, Purchaser, the Target Entities and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under Section 2.11 and this Article VI and Section 9.1 as an adjustment to the purchase price for Tax purposes.

Section 6.12 Transfer Taxes. Purchaser, on the one hand, and Sellers, on the other hand, shall each pay, when due, and be responsible for, fifty percent (50%) of any sales, use, transfer (including real estate transfer), documentary, stamp, non-recoverable VAT (irrespective of the cause of the non-recoverability of the VAT and, for the avoidance of doubt, Purchaser, on the one hand, and Sellers, on the other hand, shall each pay, when due, and be responsible for, fifty percent (50%) of any liability for any VAT regarding the Break-Up Fee), goods and services or similar Taxes and related fees imposed on or payable as a direct result of the transactions contemplated by this Agreement (“Transfer Taxes”), which, for the avoidance of doubt, shall not include (a) fees and Taxes solely payable in connection with the Pre-Closing Restructuring or the Pre-Closing Reorganization, which shall be borne solely by Sellers or (b) advisory fees of Purchaser or Sellers and their respective Affiliates, which shall be solely borne by Purchaser or Sellers, as applicable. The Party responsible under applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other Party, which shall pay its allocable share within ten (10) Business Days from its receipt of such Tax Return. Sellers and Purchaser shall, and shall cause their respective Affiliates to, cooperate to timely prepare and file any Tax Returns or other filings or documents relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes.

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Section 6.13 Straddle Period Allocation. In the case of any Straddle Period, (i) the amount of any Income Taxes of the Target Entities that are not Pass-Through Income Taxes shall be allocated between the portion of such Straddle Period ending on and including the Measurement Time and the portion of such Straddle Period beginning after the Measurement Time based on an interim closing of the books as of the end of day on the Measurement Time (and assuming for this purpose that the taxable period of any Entity in which any Purchased Entity owns an equity interest will end on and include the Measurement Time) and (ii) the amount of Taxes (other than those described in clause (i) above) that (A) are imposed on a periodic basis with respect to the business or assets of the Target Entities or otherwise measured by the level of any item, allocated to the portion of such Straddle Period ending on and including the Measurement Time shall be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding taxable period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Measurement Time and the denominator of which is the number of calendar days in the entire Straddle Period or (B) are imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), shall be allocated between the portion of such Straddle Period ending on and including the Measurement Time and the portion of such Straddle Period beginning after the Measurement Time based on an interim closing of the books as of the end of day on the Measurement Time; provided, however, that for purposes of clause (i) of the preceding sentence, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion ending on the Measurement Time and the portion after the Measurement Time in proportion to the number of days in each such period.

Section 6.14 Dispute Resolution with Respect to the CIT Fiscal Unity.

(a) Purchaser is entitled to object to the draft of the Opening Balance Sheet of a Relevant Target Entity within twenty (20) Business Days after delivery thereof by MDRT (the “Notice of Objection”). The Notice of Objection shall include an explanation of the objections as well as the Purchaser’s calculation or determination of the Opening Balance Sheet.

(b) If MDRT and Purchaser subsequently fail to resolve the objections amicably within twenty (20) Business Days after delivery of the Notice of Objection, all objections shall be referred to an Independent Tax Advisor, appointed by MDRT and Purchaser jointly. In the event MDRT and Purchaser do not reach agreement as to the choice of such an Independent Tax Advisor within five (5) Business Days after expiration of the foregoing twenty (20) Business Days period in this Section 6.14(b), the Independent Tax Advisor shall be appointed by the President (voorzitter) of the Dutch Association of Tax Advisors (Nederlandse Orde van Belastingadviseurs), upon request of either MDRT or Purchaser.

(c) The Independent Tax Advisor shall be instructed to determine the Opening Balance Sheet within forty (40) Business Days after acceptance of the appointment and to inform MDRT and Purchaser thereof in writing, which determination shall be binding upon the Parties (binded advies).

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(d) The Independent Tax Advisor shall give each Party a reasonable opportunity to (i) submit written explanations of its position and views and (ii) attend a hearing to further explain its position and views.

(e) The Parties shall promptly provide the Independent Tax Advisor with all information and assistance that the Independent Tax Advisor may reasonably require.

(f) The fees and expenses invoiced by the Independent Tax Advisor regarding the determination of the Opening Balance Sheet shall be for the account of Purchaser and MDRT, whereby Purchaser and MDRT shall equally split the relevant invoice(s).

Section 6.15 Existing VAT Fiscal Unity.

(a) Lummus Technology Heat Transfer B.V. shall be separated from the Existing VAT Fiscal Unity as per the Existing VAT Fiscal Unity Termination Date.

(b) Purchaser shall cause Lummus Technology Heat Transfer B.V. to not use the VAT registration number of the Existing VAT Fiscal Unity after Closing.

(c) Sellers shall ensure that the request referred to in section 43 paragraph 1 of the TCA for the termination of the Existing VAT Fiscal Unity in respect of the Relevant Group Companies is submitted to the competent Taxing Authority on or as soon as reasonably practicable after the Closing Date.

Section 6.16 Check-the-Box Elections. If requested by Purchaser no later than sixty (60) days after the Closing, each of the Target Entities set forth on Section 6.16 of the Seller Disclosure Schedules (and, if applicable, Lummus Consultants International LLC and Lummus Consultants International Ltd.), will make, at Purchaser’s expense, a valid election under Treasury Regulations Section 301.7701-3(c) to be treated as entity disregarded from its owner or as a partnership for U.S. federal income tax purposes effective no later than the day before the Closing Date.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.1 Conditions to Each Party’s Obligations to Close. The respective obligations of Sellers and Purchaser to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a) Regulatory Approvals. (i) Any waiting period applicable to the Transaction under the HSR Act shall have expired or been terminated; and (ii) all other Regulatory Approvals specified in Section 7.1(a) of the Seller Disclosure Schedules required or otherwise identified on Section 7.1(a) of the Seller Disclosure Schedules as a condition to the Closing in order to consummate the Transaction shall have been obtained or any applicable waiting period shall have expired or been terminated.

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(b) No Injunctions or Restraints. No injunction or other Judgment issued by any court of competent jurisdiction shall have been entered and remain in effect that prohibits or materially restrains the consummation of the Transaction, and no Proceeding by a Governmental Entity seeking any such injunction or Judgment shall be pending.

(c) Bankruptcy Court Order. After notice and a hearing, the Bankruptcy Court shall have entered the Sale Order and, unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option, the Confirmation Order, and no order staying, reversing, or modifying the Sale Order or the Confirmation Order (as applicable) shall be in effect; provided, however, that even if an appeal, notice of appeal, motion to amend or make additional findings of fact or motion for a new trial is timely filed, or the Sale Order or the Confirmation Order (as applicable) is otherwise challenged in any respect, such Sale Order or Confirmation Order will be deemed a final order if it provides that it is effective immediately upon entry on the Bankruptcy Court’s docket and not subject to any stay notwithstanding Rules 6004(h), 6006(d), or 7062 of the Federal Rules of Bankruptcy Procedure or Rule 62 of the Federal Rules of Civil Procedure.

(d) No Violations. No Law shall have been enacted, promulgated, enforced or entered by any Governmental Entity after the date of this Agreement that makes illegal or otherwise prohibits the consummation of the Transaction.

Section 7.2 Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to effect the Closing is subject to the satisfaction (or waiver in writing by Purchaser) at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. (i) The Sellers Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and the Closing Date as if made on and as of the Closing Date (or, if made as of a specific date, on and as of such specific date); (ii) the representations and warranties of Sellers contained in Section 3.8(c) (the “Sellers Sufficiency Representations”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (or, if made as of a specific date, on and as of such specific date), except for such failures to be so true and correct as would be and would not, individually or in the aggregate, reasonably be expected to be material to the Business, the Purchased Assets and the Target Entities, taken as a whole; (iii) the representations and warranties of Sellers contained in Article III (other than the Sellers Fundamental Representations, the Sellers Sufficiency Representations and the representations and warranties contained in Section 3.7(b)) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (or, if made as of a specific date, on and as of such specific date), except for such failures to be so true and correct as would be and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect; and (iv) the representations and warranties contained in Section 3.7(b) shall be true and correct in all respects as of the date of this Agreement and as of Closing Date.

(b) Performance of Obligations of Sellers. The covenants and agreements of Sellers to be performed or complied with on or before the Closing Date in accordance with this Agreement shall have been performed or complied with in all material respects.

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(c) Officer’s Certificate. Purchaser shall have received a certificate, dated as of the Closing Date and executed by an executive officer authorized to sign on behalf of Sellers, stating that the conditions specified in Sections 7.2(a) and 7.2(b) have been satisfied.

(d) Purchased Entities. Any Target Entity that is a debtor in the Chapter 11 Cases shall have been dismissed as a debtor in such Chapter 11 Cases by a final order of the Bankruptcy Court.

(e) Additional Financial Statements. The 2019 Audited Additional Financial Statements shall have been delivered to Purchaser.

(f) Closing Deliveries. Seller Representative shall have delivered, or caused to be delivered, the deliveries set forth in Section 2.10(b)(x).

(g) Sale Order. The Sale Order and the provisions of the Confirmation Order relating to the terms of this Agreement and the authorization of the consummation of the Transaction shall be in form and substance acceptable to Purchaser and consistent with the terms of this Agreement.

(h) Seller Guarantee and Joinders. Purchaser shall have received (i) a guarantee and joinder agreement in form and substance reasonably acceptable to Purchaser, signed by Reorganized McDermott and, if Reorganized McDermott is not the borrower, the Affiliate of Reorganized McDermott that is the borrower under Reorganized McDermott’s senior credit facility that is in effect upon the consummation of the conclusion of the Chapter 11 Cases, pursuant to which Reorganized McDermott and such Affiliate thereof (including their respective successors and assigns) have agreed to jointly and severally guarantee the obligations of and agree to be bound by the same obligations as Sellers under this Agreement (including any payments pursuant to Section 9.1) and (ii) evidence in form and substance acceptable to Purchaser that any chapter 11 plan and the Sale Order or the Confirmation Order (as applicable) provide for assumption and survival of such guarantee until the later to occur of (i) six (6) years following the Closing and (ii) the final resolution of any claims under Section 9.1.

(i) Check-the-Box Elections. On or prior to the Closing Date, Sellers will execute (or cause to be executed) two (2) copies of Internal Revenue Service Form 8832 (or successor form) with respect to each of the Target Entities set forth on Section 6.16 of the Seller Disclosure Schedules (and, if applicable, Lummus Consultants International LLC and Lummus Consultants International Ltd.) and deliver such executed forms to Purchaser.

Section 7.3 Conditions to Obligations of Sellers to Close. The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver in writing by Sellers) at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. (i) The Purchaser Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and the Closing Date as if made on and as of the Closing Date (or, if made as of a specific date, on and as of such specific date) and (ii) the representations and warranties of Purchaser contained in Article IV (other than the Purchaser Fundamental Representations) of this Agreement shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date, except for such failures to be true and correct as would not reasonably be excepted to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(b) Performance of Obligations of Purchaser. The covenants and agreements of Purchaser to be performed or complied with on or before the Closing Date in accordance with this Agreement shall have been performed or complied with in all material respects.

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(c) Officer’s Certificate. Sellers shall have received a certificate, dated as of the Closing Date and signed on behalf of Purchaser by an executive officer of Purchaser, stating that the conditions specified in Sections 7.3(a) and 7.3(b) have been satisfied.

Section 7.4 Frustration of Closing Conditions. Neither Purchaser nor Sellers may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was primarily caused by such Party’s failure to act in good faith or to use the efforts to cause the Closing to occur as required by this Agreement, including Section 5.2.

ARTICLE VIII

TERMINATION; EFFECT OF TERMINATION

Section 8.1 Termination. Notwithstanding anything to the contrary herein, this Agreement may be terminated and the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents abandoned at any time prior to the Closing only as follows:

(a) by mutual written consent of Seller Representative and Purchaser;

(b) by Seller Representative, if any of Purchaser’s representations and warranties contained in Article IV shall fail to be true and correct or Purchaser shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in this Agreement, and, in each case, such failure or breach would prevent the satisfaction of a condition set forth in Section 7.3(a) or Section 7.3(b) at the Closing and has not been cured by the earlier of (i) the date that is forty (40) days after the date that Seller Representative has notified Purchaser in writing of such failure or breach and (ii) the Outside Date; provided that, the failure of Purchaser to consummate the Closing as and when required pursuant to Section 8.2(b)(ii) shall be deemed to be for all purposes hereunder a material breach of a covenant of this Agreement by Purchaser that permits Seller Representative to terminate this Agreement immediately upon such breach pursuant to this Section 8.1(b) (notwithstanding any notice or cure period in favor of Purchaser otherwise set forth in this Section 8.1(b)); provided further that no Seller is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that such failure or breach would prevent the satisfaction of a condition set forth in Section 7.2(a) or 7.2(b) at the Closing;

(c) by Purchaser, if any of the representations and warranties of Sellers contained in Article III shall fail to be true and correct or any Seller shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in this Agreement, and, in each case, such failure or breach would prevent the satisfaction of a condition set forth in Section 7.2(a) or Section 7.2(b) at the Closing and has not been cured by the earlier of (i) the date that is forty (40) days after the date that Purchaser has notified Seller Representative in writing of such failure or breach and (ii) the Outside Date; provided that Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that such failure or breach would prevent the satisfaction of a condition set forth in Section 7.3(a) or Section 7.3(b) at the Closing;

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(d) by Purchaser, if Sellers (i) fail to meet any of the milestones set forth in any of Sections 5.19(a)(i), 5.19(a)(ii), 5.19(a)(iii) or 5.19(a)(v) and fail to cure all such failures or breaches (by satisfying such milestones within: (A) five (5) calendar days following the date of this Agreement, in the case of clauses (i) and (ii); (B) ten (10) Business Days following forty (40) calendar days following the Petition Date, in the case of clause (iii); and (C) ten (10) Business Days following seventy (70) calendar days following the Petition Date, in the case of clause (v); provided that, if (1) on the Petition Date, Sellers fail to file a chapter 11 plan, disclosure statement, and RSA executed by the Required Supporting Stakeholders, in each case consistent with the Transaction, (2) at any time following the Petition Date, any statutory committee is appointed in the Chapter 11 Cases, or (3) at any time on or after the Petition Date, the parties to the RSA do not constitute the Required Supporting Stakeholders, then the Sellers shall instead have within ten (10) Business Days following sixty (60) calendar days following the Petition Date, in the case of clause (v)); provided that Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that such failure or breach would prevent the satisfaction of a condition set forth in Section 7.3(a) or 7.3(b) at the Closing;

(e) by Purchaser, if (i) (A) Sellers do not hold an Auction as provided in the Bidding Procedures Order in accordance with the milestone set forth in Section 5.19(a)(iv) (unless (x) the Auction is cancelled because Purchaser is the Successful Bidder or no competing bid has been submitted or (y) the Auction is adjourned or postponed in accordance with the Bidding Procedures Order); (B) the designation of Purchaser as Stalking Horse Bidder pursuant to the terms of this Agreement and the Stalking Horse Protections contemplated in this Agreement have not been approved by the Bankruptcy Court within ten (10) Business Days after forty (40) days after the Petition Date; or (C) Sellers withdraw or seek to withdraw a notice or motion to approve the Stalking Horse Protections and does not cure within two (2) Business Days; or (ii) Sellers announce or files a chapter 11 plan: (A) exclusively contemplating the reorganization or sale of all or any part of Sellers or their Affiliates inconsistent with this Agreement or the transactions contemplated hereby or (B) that does not transfer to Purchaser the Purchased Assets free and clear of Liens, other than Permitted Equity Liens (in the case of the Purchased Entity Shares and the Purchased Venture Equity Interests) and Permitted Liens (in the case of all other Purchased Assets) provide an estate release for Purchaser, its Affiliates and Representatives and the Fund Affiliates;

(f) by Seller Representative or by Purchaser, if, unless the Transaction has been consummated following Purchaser’s exercise of the 363 Sale Option, (i) the Confirmation Order is not entered on or prior to the 185th day following the Petition Date or (ii) following its entry, the Confirmation Order shall fail to be in full force and effect or shall have been stayed, reversed, modified or amended in any material respect in a manner adverse to Purchaser without the prior written consent of Purchaser;

(g) by Seller Representative or by Purchaser, if the Closing shall not have occurred on or prior to the date that is six (6) months following the date of this Agreement (as may be extended pursuant to this clause (g), the “Outside Date”); provided that (x) if on such date the Marketing Period shall have commenced but shall not have ended, the Outside Date shall be extended at the written election of Purchaser or Seller Representative until four (4) Business Days following expiration of the Marketing Period but in any event not later than seven (7) months following the date of this Agreement and (y) if on such date the conditions to Closing set forth in Section 7.1(a) shall not have been satisfied but all other conditions to Closing shall have been satisfied or waived (or in the case of conditions which, by their terms, are to be satisfied at the Closing, shall be capable of being satisfied by all parties entitled to the benefit of such conditions), such date may be extended until the date that is nine (9) months following the date of this Agreement (in which case such date as extended shall be the Outside Date) except that if on such date the Marketing Period shall have commenced but shall not have ended by such date, such date shall be further extended at the written election of Purchaser until the earlier to occur of (A) four (4) Business Days following expiration of the Marketing Period, and (B) twenty (20) Business Days following the Outside Date (as such date may be extended pursuant to the first proviso of this Section 8.1(g)); provided, further, that the right to terminate this Agreement under this Section 8.1(g) shall not be available to any Party whose failure to perform any covenant or obligation required to be performed by such Party has been the primary cause of, or resulted in, the failure of the Closing to occur on or before such date;

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of being satisfied by all parties entitled to the benefit of such conditions), such date may be extended until the date that is nine (9) months following the date of this Agreement (in which case such date as extended shall be the Outside Date) except that if on such date the Marketing Period shall have commenced but shall not have ended by such date, such date shall be further extended at the written election of Purchaser until the earlier to occur of (A) four (4) Business Days following expiration of the Marketing Period, and (B) twenty (20) Business Days following the Outside Date (as such date may be extended pursuant to Section 8.1(g)); provided, further, that the right to terminate this Agreement under this Section 8.1(g) shall not be available to any Party whose failure to perform any covenant or obligation required to be performed by such Party has been the primary cause of, or resulted in, the failure of the Closing to occur on or before such date;

(h) by Seller Representative or by Purchaser:

(1) (A) if a permanent injunction or other permanent Judgment issued by a court of competent jurisdiction shall have become final and nonappealable, preventing or restraining the consummation of the Transaction; provided that the right to terminate this Agreement under this Section 8.1(h)(1) shall not be available to any Party whose failure to perform any covenant or obligation under this Agreement has been the primary cause of, or resulted in, the entry of such permanent injunction or other permanent Judgment, as applicable; or (B) the Bankruptcy Court shall not have entered the Confirmation Order by the Outside Date;

(2) if (A) the Bankruptcy Court shall not have entered the Bidding Procedures Order within ten (10) Business Days following fourty (40) calendar days following the Petition Date, as such date may be extended by mutual written agreement of Seller Representative and Purchaser; or (B) an order of any court in any jurisdiction shall be entered relating to the Chapter 11 Cases, and that remains in effect for thirty (30) days, (x) staying for a period in excess of fourteen (14) days, vacating or reversing the Bidding Procedures Order or (y) amending, supplementing or otherwise modifying the Bidding Procedures Order in a manner that results in the Bidding Procedures Order no longer being substantially in the form set forth in Exhibit B hereto; provided that Seller Representative shall not be permitted to terminate this Agreement pursuant to clause (y) if Purchaser approves of any such amendment, supplement or other modification to the Bidding Procedures Order; or

(3) if any of the Chapter 11 Cases are converted to a case under Chapter 7 of the Bankruptcy Code; or

(i) by Seller Representative or by Purchaser, if (x) (A) Purchaser is not the Successful Bidder at the Auction and (B) the Bankruptcy Court enters an order approving an Alternative Transaction with that Successful Bidder, or (y) an Alternative Transaction is approved by the Bankruptcy Court other than in connection with the Auction or pursuant to a plan of reorganization that is in form and substance reasonably acceptable to Purchaser in writing; provided that, notwithstanding anything in this Agreement to the contrary, if Purchaser is not the Successful Bidder at the Auction but is the Back-Up Bidder at the Auction, the right to terminate this Agreement under this Section 8.1(i) shall not be available to Purchaser until the Back-Up Termination Date.

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Notwithstanding anything to the contrary herein, before exercising any of the termination rights set forth in this Section 8.1, the Seller Representative shall consult in good faith with the Consultation Parties.

Section 8.2 Effect of Termination.

(a) General. If this Agreement is terminated and the Transaction is abandoned as described in Section 8.1, (i) this Agreement shall become null and void and of no further force and effect, except for the provisions of Section 5.3, Section 5.5, Section 5.22(b), Section 8.1, this Section 8.2, Section 8.3, and Article IX, and (ii) no Party shall thereafter have any Liability hereunder, except nothing in this Section 8.2 shall be deemed to release Sellers from any Liability for Willful Breach by Sellers of the terms and provisions of this Agreement or Fraud.

(b) Deposit Escrow Amount.

(i) If this Agreement is terminated by Seller Representative pursuant to Section 8.1(b) (or by any Party in accordance with any other provision of Section 8.1 if at the time of such termination Seller Representative could have terminated this Agreement in accordance with Section 8.1(b)), then Purchaser and Seller Representative shall, within two (2) Business Days after such termination of this Agreement, deliver Joint Written Instructions to each of the Escrow Agents, as applicable, directing the Escrow Agents to distribute the entire Deposit Escrow Amount to Sellers.

(ii) If (i) all of the conditions to the obligations of Sellers and Purchaser to consummate the Transaction set forth in Article VII (other than those conditions that are to be satisfied by action taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) have been satisfied (or, to the extent permitted, waived by the Party entitled to the benefits thereof), (ii) the Seller Representative has irrevocably confirmed in writing to Purchaser that Sellers are ready, willing and able to consummate the Closing and the Transaction and (iii) Purchaser does not consummate the Closing within three (3) Business Days following the date and time provided in Section 2.4 and Seller Representative terminates this Agreement pursuant to Section 8.1(b), then Purchaser and Seller Representative shall, within two (2) Business Days after such termination of this Agreement, deliver Joint Written Instructions to each of the Escrow Agents directing the Escrow Agents, as applicable, to distribute the entire Deposit Escrow Amount to Sellers.

(iii) If this Agreement is terminated for any reason (other than in the circumstances described in Section 8.2(b)(i) or Section 8.2(b)(ii)), then Purchaser and the Seller Representative shall, within two (2) Business Days after such termination of this Agreement, deliver Joint Written Instructions to each of the Escrow Agents directing the Escrow Agents, as applicable, to distribute the entire Deposit Escrow Amount to Purchaser. For the avoidance of doubt, in no event shall Sellers be entitled to the Deposit Escrow Amount on more than one occasion.

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(iv) The Parties acknowledge and agree that (A) the Parties have expressly negotiated the provisions of this Section 8.2(b), (B) in light of the circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by Sellers, Purchaser and their respective Affiliates) the provisions of this Section 8.2(b) are reasonable, (C) the Deposit Escrow Amount represents a good faith, fair estimate of the damages that Sellers, would suffer in the event of termination of this Agreement and (D) the Deposit Escrow Amount shall be payable as liquidated damages (and not as a penalty) without requiring Sellers or any other Person to prove actual damages.

(v) Subject to Section 8.2(a), Section 8.2(c) and the rights of the Parties pursuant to Section 9.7 and notwithstanding anything to the contrary contained in this Agreement, the right of Sellers to receive the Deposit Escrow Amount pursuant this Section 8.2(b) shall be the sole and exclusive remedy of Sellers for any damages suffered by Sellers in connection with a termination of this Agreement and, in the event the Deposit Escrow Amount is distributed to Sellers, Sellers and their respective Affiliates and Representatives shall be deemed to have fully released and discharged Purchaser and the Purchaser Related Parties from any Liability resulting from the termination of this Agreement or breach hereof and none of Sellers nor any of their respective Affiliates or Representatives shall have any other remedy or cause of action in connection therewith under or relating to this Agreement or any applicable Law. Further, in the event of any breach of this Agreement by Purchaser prior to Closing, subject to Section 8.2(a) and the rights of Sellers pursuant to Section 9.7, the sole and exclusive remedy of Sellers and their Affiliates shall be, if applicable, to (A) terminate this Agreement pursuant to and in accordance with Section 8.1 and (B) receive, if applicable, the Deposit Escrow Amount pursuant to Sections 8.2(b)(i) or 8.2(b)(ii).

(vi) The Parties acknowledge and agree that any Party may pursue both a grant of specific performance under Section 9.7 and seek the Deposit Escrow Amount under this Section 8.2(b); provided that under no circumstances shall any Party be permitted or entitled to receive both a grant of specific performance and the Deposit Escrow Amount in connection with the termination of this Agreement.

(c) Break-Up and Expense Reimbursement Amount.

(i) If:

(1) this Agreement is terminated by Seller Representative or Purchaser pursuant to any of (x) Sections 8.1(d), 8.1(e)(i)(A), 8.1(e)(ii), 8.1(h)(3) or 8.1(i), or (y) Section 8.1(g) if at the time of such termination Purchaser could have terminated this Agreement in accordance with any of Sections 8.1(d), 8.1(e)(i)(A), 8.1(e)(ii), 8.1(h)(3) or 8.1(i), Sellers shall, within two (2) Business Days after such termination of this Agreement and, subject to the approval of the Bidding Procedures Order by the Bankruptcy Court, pay to Purchaser the Stalking Horse Protections, such payment to be made by wire transfer(s) in immediately available Dollars to one or more bank accounts of Purchaser (or any of its Affiliates) designated in writing by Purchaser to Seller Representative; and

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(2) this Agreement is terminated by Purchaser pursuant to Section 8.1(c), (x) Sellers shall, within two (2) Business Days after such termination of this Agreement and, subject to the approval of the Bidding Procedures Order by the Bankruptcy Court, pay to Purchaser the Expense Reimbursement, such payment to be made by wire transfer(s) in immediately available Dollars to one or more bank accounts of Purchaser (or any of its Affiliates) designated in writing by Purchaser to Seller Representative, and (y) in the event Sellers enter into a definitive agreement with respect to, or consummate, an Alternative Transaction that would transfer or vest ownership of, economic rights to, or benefits in any material portion of the Purchased Assets or the Business or the Target Entities to any Person other than Purchaser, Reorganized McDermott, or their respective Affiliates on or before the one (1)-year anniversary of the date of such termination, Sellers shall, within two (2) Business Days after the earlier of entry into any such definitive agreement with respect to, or consummation, of any such Alternative Transaction and, subject to the approval of the Bidding Procedures Order by the Bankruptcy Court, pay to Purchaser the Break-Up Fee, such payment to be made by wire transfer(s) in immediately available Dollars to one or more bank accounts of Purchaser (or any of its Affiliates) designated in writing by Purchaser to Seller Representative.

(ii) The Parties acknowledge and agree that (A) the Parties have expressly negotiated the provisions of this Section 8.2(c) and the payment of the Stalking Horse Protections are integral parts of the Transaction, (B) in the absence of Sellers’ obligations to make these payments, Purchaser would not have entered into this Agreement, and (C) the Stalking Horse Protections shall, (1) pursuant to the Bidding Procedures Order, constitute allowed superpriority administrative expense claims pursuant to sections 105(a), 503(b), and 507(a)(2) of the Bankruptcy Code with priority over all other administrative expenses of the kind specified in section 503(b) of the Bankruptcy Code and (2) survive the termination of this Agreement. Except with respect to any Willful Breach by Sellers of the terms and provisions of this Agreement or Fraud, to the extent that all amounts due in respect of the Stalking Horse Protections pursuant to this Section 8.2(c) have actually been paid by Sellers to Purchaser as required hereunder, subject to Section 8.2(a), Purchaser and its Affiliates and Representatives shall be deemed to have fully released and discharged Sellers and their respective Affiliates and Representatives from any Liability resulting from the termination of this Agreement or breach hereof and none of Purchaser nor any of its Affiliates or Representatives shall have any other remedy or cause of action under or relating to this Agreement or any applicable Law. Further, in the event of any breach of this Agreement by Sellers prior to Closing, except with respect to any Willful Breach by Sellers of the terms and provisions of this Agreement or Fraud, subject to Section 8.2(a) and the rights of Purchaser pursuant to Section 9.7, the sole and exclusive remedies of Purchaser and its Affiliates shall be, if applicable, to (A) terminate this Agreement pursuant to and in accordance with Section 8.1 and (B) receive, if applicable, any payments payable pursuant to Section 8.2(b)(ii) and Section 8.2(c)(i). Subject to Section 8.2(a) and the rights of Purchaser pursuant to Section 9.7, prior to the Closing, in no event will Sellers or any of their respective Affiliates or Representatives be liable for any monetary damages for any breach of this Agreement, other than any payments, if applicable, as described in the immediately preceding sentence.

(iii) The Parties acknowledge and agree that Purchaser may pursue both a grant of specific performance under Section 9.7 and seek payment of the Stalking Horse Protections under this Section 8.2(c) (and shall be entitled to return of the Deposit Escrow Amount pursuant to Section 8.2(b)(iii)); provided that under no circumstances shall Purchaser be permitted or entitled to receive both a grant of specific performance and payment of the Break-Up Fee and the Expense Reimbursement in connection with the termination of this Agreement.

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Section 8.3 Notice of Termination. In the event of termination by Seller Representative or Purchaser pursuant to Section 8.1, written notice of such termination shall be given by the terminating Party to the other Party to this Agreement pursuant to the notice requirements contained in Section 9.6.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Survival of Representations, Warranties and Agreements; Indemnification; Release; Disclaimer.

(a) Survival.

(i) The representations and warranties of the Parties contained in this Agreement shall not survive the Closing; provided that (i) the Sellers Fundamental Representations and the Purchaser Fundamental Representations shall survive until the date that is six (6) years following the Closing Date, (ii) the Sellers Sufficiency Representations and Excluded Matters shall survive until the later of (A) the date that is one (1) year following Closing and (B) June 30, 2021, (iii) Retained Liabilities shall survive until the date that is three (3) years following the Closing Date and (iv) the representations and warranties of Sellers under Section 3.6 shall survive until the date that is twelve (12) months following the Closing Date unless the exclusions under the R&W Insurance Policy relating to the Unaudited Statements and the Additional Audited Financial Statements are removed prior to the Closing]. The pre-Closing covenants and agreements of the Parties shall survive until the date that is twelve (12) months following the Closing Date. All covenants and agreements that by their terms are to be performed following the Closing shall survive until the date on which such covenant or agreement is fully performed in accordance with the terms hereof.

(ii) Notwithstanding the foregoing, if an indemnification claim or claims are asserted pursuant to this Section 9.1 prior to the expiration of the applicable survival period as provided in this Section 9.1(a) of the representation, warranty or covenant that is the basis for that claim or claims, then those claim(s) shall survive until their final resolution. The Parties specifically and unambiguously intend that the survival periods that are set forth in this Section 9.1(a) shall replace any statute of limitations that would otherwise be applicable. Notwithstanding anything to the contrary herein, the limitations in this Section 9.1(a) shall not apply in the case of a claim involving Fraud.

(b) Indemnification by Sellers. Subject to the terms, conditions and limitations set forth in this Section 9.1, from and after the Closing, the Sellers shall, jointly and severally, indemnify, defend, reimburse, protect and hold harmless Purchaser and its Affiliates and their respective directors, officers, employees, managers, members, stockholders, Representatives, agents and the successors and permitted assigns of each of the foregoing (each such person being referred to hereinafter as a “Purchaser Indemnified Person”), from, for and against any and all Losses (without duplication) that they suffer or incur, arising out of, based upon or resulting from any: (i) inaccuracy in or breach of any Sellers Fundamental Representations, (ii) inaccuracy in or breach of the Sellers Sufficiency Representations, (iii) Retained Liabilities, (iv) inaccuracy in or breach of any of the representations and warranties of Sellers contained in Article III (other than the Sellers Fundamental Representations and the Sellers Sufficiency Representations) solely to the

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extent any such inaccuracy or breach relates to the operations of the Business located in Russia and assuming, solely for purposes of applying this Section 9.1(b)(iv), such representations and warranties of Sellers contained in Article III survived until the date that is three (3) years following the Closing Date (the “Excluded Matters”) and (v) inaccuracy in or breach of any of the representations and warranties of Sellers contained in Section 3.6 (only if such representations and warranties survive the Closing pursuant to Section 9.1(a)(i); provided, that for purposes of Losses described under clause (ii), notwithstanding anything herein to the contrary, Sellers shall, for a period of forty (40) days after the date that Seller Representative has been notified of such Losses, have the opportunity to cure the relevant breach in full satisfaction of Purchaser’s claim by conveying to (or, in the case of intangible assets, granting a license or otherwise securing rights to) Purchaser the Purchased Assets that were not delivered as of the Closing, and which failure resulted in such Losses, free and clear and all Liens, other than Permitted Liens; provided further, that with respect to the Excluded Matters, Sellers shall only be obligated to indemnify the Purchaser Indemnified Persons for Losses in excess of $13,625,000.

(c) Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement,

(i) The maximum amount of indemnifiable Losses which may be recovered by the Purchaser Indemnified Persons from Sellers (x) under clauses (i), (ii) and (iii) of Section 9.1(b) shall be an amount equal to the Closing Purchase Price, and (y) clause (iv) of Section 9.1(b) shall be $68,125,000 and (z) clause (v) of Section 9.1(b) shall be $150,000,000.

(ii) For purposes of indemnification claims pursuant to this Section 9.1, in determining whether there has been a breach of any representation or warranty made by the Sellers in this Agreement or in any certificate related hereto and then calculating the amount of Losses that are the subject matter of such claim for indemnification pursuant to this Section 9.1, the representations and warranties made by the Sellers in this Agreement shall be deemed to have been made without any qualification as to “materiality”, “material adverse effect”, “Material Adverse Effect”, or any other materiality qualifications.

(iii) This Section 9.1 shall not be deemed to limit any rights of any Purchaser Indemnified Person under the R&W Insurance Policy, and Purchaser and the Sellers acknowledge and agree that (i) the claims period and limitations under the R&W Insurance Policy may differ from the terms in this Agreement, but shall have no effect on the indemnification obligations of the Sellers under this Agreement (or absence thereof).

(d) Procedures for Indemnification.

(i) The party making a claim under this Section 9.1 is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Section 9.1 is referred to as the “Indemnifying Party.” Any Indemnified Party seeking to make a claim for indemnification pursuant to this Section 9.1 (including with respect to a claim by a third party) shall, give to the Indemnifying Party a written notice (the “Claim Notice”) describing in reasonable detail (to the extent known) the facts giving rise to the claim for indemnification hereunder that is the subject of the Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount and basis of such claim. A Claim Notice shall be given promptly following the claimant’s determination that facts or events give rise to a claim for indemnification hereunder; provided that the failure or delay to give such written notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent any defense or claim available to the Indemnifying Party shall have been materially prejudiced by such failure.

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(ii) The Indemnifying Party shall have 30 days after the giving of any proper Claim Notice pursuant hereto to (i) agree to the amount set forth in the Claim Notice and to pay or cause to be paid such amount to such Indemnified Party in immediately available funds, or (ii) provide such Indemnified Party with written notice that it disagrees with the amount set forth in the Claim Notice (the “Dispute Notice”). For a period of 30 days after the giving of any Dispute Notice, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 30 days after the date the Dispute Notice is given, the Indemnifying Party and the Indemnified Party may thereupon proceed to pursue any and all available remedies under this Agreement.

(e) Notwithstanding anything to the contrary contained in Article VI or this Section 9.1, with respect to any amounts due by Sellers to the Purchaser Indemnified Parties, Purchaser shall have the right, but not the obligation, to take any of the following actions: (1) pursue monetary damages or other available remedies against the Sellers and (2) withhold and set off the amount of any indemnification payments to Purchaser Indemnified Parties from any amounts due and payable to Sellers and their Affiliates pursuant to the Strategic Agreement.

(f) Effective as of the Closing, and without limiting the rights of Purchaser or Sellers and their respective Subsidiaries and Affiliates under this Agreement, any Transaction Document (including Article VI and Section 9.1) or any other agreements among the parties hereto or their Affiliates specifically referencing this Agreement, Purchaser, on its own behalf and on behalf of each of its Subsidiaries and Affiliates and their respective successors and assigns, hereby unconditionally and irrevocably waives any and all rights, defenses, claims or causes of action (including rights of contribution) known and unknown, foreseen and unforeseen, that each of Purchaser or any of its Subsidiaries and Affiliates have or may in the future have against any Seller, its Affiliates or any of its or its Affiliates’ respective directors, officers, employees, equityholders or other securityholders, in each case arising by Law or by Contract or otherwise, arising out of, resulting from or relating to the Business, the Purchased Assets or the Assumed Liabilities (except with respect to rights, claims or defenses based on Fraud).

(g) PURCHASER HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF THE TARGET ENTITIES AND THE BUSINESS, INCLUDING THE OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, SOFTWARE, TECHNOLOGY AND PROSPECTS OF THE TARGET ENTITIES AND THE BUSINESS, AND ACKNOWLEDGES THAT IT HAS BEEN PROVIDED ACCESS TO THE PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE TARGET ENTITIES FOR SUCH PURPOSE. IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS, AND SELLERS’ REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT (AT THE CLOSING) AND: (A) ACKNOWLEDGES THAT NONE OF THE SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR

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IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES (INCLUDING ANY INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER IN ANY “DATA ROOM”, EXCEPT AS PROVIDED IN ARTICLE III OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT (AT THE CLOSING)). EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE III OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT (AT THE CLOSING), (I) SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF OR OTHERWISE IN ANY WAY RELATING TO SELLERS, THE TARGET ENTITIES OR THEIR LIABILITIES OR OPERATIONS, OR THE BUSINESS, INCLUDING WITH RESPECT TO VALUE, CONDITION (INCLUDING ENVIRONMENTAL CONDITION) OR PERFORMANCE OR MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR ANY PURPOSE (BOTH GENERALLY OR FOR ANY PARTICULAR PURPOSE) AND WITH RESPECT TO FUTURE REVENUE, PROFITABILITY OR THE SUCCESS OF THE TARGET ENTITIES AND THE BUSINESS AND (II) ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE PURCHASED ASSETS, THE ASSUMED LIABILITIES AND THE BUSINESS WITHOUT ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS. SELLERS HEREBY ACKNOWLEDGE THAT, EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE IV, (I) PURCHASER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF OR OTHERWISE IN ANY WAY RELATING TO THE TRANSACTION AND SELLERS HAVE NOT RELIED ON ANY OTHER REPRESENTATIONS OR WARRANTIES AND (II) ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SELLERS.

Section 9.2 Entire Agreement. This Agreement and the other Transaction Documents, and the Schedules and Exhibits hereto and thereto, and the Confidentiality Agreement, along with the Seller Disclosure Schedules and the Purchaser Disclosure Schedules, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to such subject matter. Neither Party to this Agreement shall be liable or bound to the other Party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein and therein.

Section 9.3 Assignment. Neither this Agreement nor any of the rights and obligations hereunder may be assigned or transferred by any Party (whether by operation of law or otherwise) without the prior written consent of the Seller Representative and Purchaser; provided that (a) Purchaser may assign any or all of its rights and obligations hereunder (in whole or in part) to one or more of its Affiliates (but such transfer will not relieve Purchaser of its obligations under this Agreement), and (b) Purchaser may assign any or all of its rights and obligations to any Debt Financing Source as collateral in connection with the Debt Financing, without prior written consent of Sellers. Any attempted assignment in violation of this Section 9.3 shall be void. Subject to the two (2) preceding sentences, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.

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Section 9.4 Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by each of Purchaser and Seller Representative (and, as set forth in Section 9.5 with respect to the provisions referenced therein, the Debt Financing Sources). By an instrument in writing, Purchaser, on the one hand, or Seller Representative, on the other hand, may waive compliance by the other with any term or provision of this Agreement that the other Party was or is obligated to comply with or perform. Such waiver or failure to insist on strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

Section 9.5 No Third-Party Beneficiaries. Except as provided in Section 5.9, Section 5.10(b), Section 8.1 (solely with respect to the Consultation Parties), Section 9.14 and Section 9.16, this Agreement, together with the other Transaction Documents and the Exhibits and Schedules hereto and thereto are not intended to confer in or on behalf of any Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof; provided that Section 8.2(b)(v), Section 8.2(c), Section 9.3, Section 9.4, this Section 9.5, Section 9.8, Section 9.9 and Section 9.16 shall also be for the benefit of the Debt Financing Sources (it being understood that, notwithstanding anything in this Agreement to the contrary, such provisions and any related definitions may not be amended or waived in a manner adverse in any material respect to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letters); provided, further that this Section 9.5, shall also be for the benefit of the Consultation Parties (it being understood that, notwithstanding anything in this Agreement to the contrary, the last paragraph of Section 8.1 may not be amended or waived without the prior written consent of the Consultation Parties; provided, further, that in no event shall Purchaser or any of its Affiliates have any liability to or with respect to the Consultation Parties or for any action taken by Sellers with respect to the Consultation Parties under this Agreement or otherwise and Purchaser shall be entitled to rely on Sellers’ instructions with respect thereto.

Section 9.6 Notices. All notices and other communications to be given to any Party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of an email transmission (receipt confirmation requested), and shall be directed to the address set forth below (or at such other address or email address as such Party shall designate by like notice):

(i) if to Purchaser, to

Illuminate Buyer, LLC

c/o The Chatterjee Group

888 Seventh Avenue, 37th Floor

New York, New York 10106

Attention: Purnendu Chatterjee

Email: purnendu.chatterjee@tcgny.com

and to

Illuminate Buyer, LLC

c/o Rhône Capital L.L.C.

12 E. 49th Street, 20th Floor

New York, New York 10017

Attention: M. Allison Steiner

Email: steiner@rhonegroup.com

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with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Robert B. Schumer

Brian C. Lavin

Email: rschumer@paulweiss.com

blavin@paulweiss.com

(ii) if to Sellers, to

McDermott International, Inc.

757 N. Eldridge Parkway

Houston, Texas 77079

Attention:    John M. Freeman

Email: jfreeman@mcdermott.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77007

Attention: Andrew Calder, P.C.

Adam Larson, P.C.

Ahmed Sidik

Email:      andrew.calder@kirkland.com

adam.larson@kirkland.com

ahmed.sidik@kirkland.com

Section 9.7 Specific Performance.

(a) The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the Parties do not perform any provision of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or in equity. Subject to Section 8.2, each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with such order or injunction.

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(b) Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Sellers and their Affiliates shall be entitled to specific performance of Purchaser’s obligations to cause the Equity Financing to be funded pursuant to the Equity Commitment Letters and to consummate the Closing only in the event that each of the following conditions has been satisfied: (i) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived (in each case, other than those conditions contemplated to be satisfied at the Closing itself, which conditions are capable of being satisfied at Closing), (ii) the proceeds of the Debt Financing have been funded on the terms set forth in the Debt Commitment Letters (or the Debt Financing will be funded at the Closing in accordance with the terms set forth in the Debt Commitment Letters if the Equity Financing is funded at the Closing), (iii) Sellers have irrevocably confirmed in a written notice delivered to Purchaser that if specific performance is granted and the Equity Financing and Debt Financing are funded, Sellers are ready, willing and able for the Closing to occur and to consummate the Transaction and (iv) Purchaser does not consummate the Closing within two (2) Business Days following the date the Closing is required to have occurred pursuant to Section 2.4. In the event that Sellers or their Affiliates seek specific performance of Purchaser’s obligation to cause the Equity Financing to be funded pursuant to the Equity Commitment Letters, Sellers agree that they shall seek specific performance under all of the Equity Commitment Letters collectively and shall not be entitled to specific performance under fewer than all of the Equity Commitment Letters.

Section 9.8 Governing Law and Jurisdiction.

(a) This Agreement is for the benefit of the Parties, and shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b) Except as otherwise set forth in the Equity Commitment Letters and subject to Section 9.8(a), without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the Transaction, and (ii) any and all Proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court.

(c) Notwithstanding anything herein to the contrary, in the event the Chapter 11 Cases are closed or dismissed, each of the Parties irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of the Bankruptcy Court (and, in the case of appeals, appropriate appellate courts therefrom), in the event that any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the Transaction or the other transactions contemplated hereby; (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it will not bring any Proceeding relating to this Agreement or the Transaction or the other transactions contemplated hereby in any court other than the above-named courts; and (d) agrees that it will not seek to assert by way of motion, as a defense or otherwise, that any such Proceeding (i) is brought in an inconvenient forum, (ii) should be transferred or removed to any court other than one of the above-named courts,

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(iii) should be stayed by reason of the pendency of some other proceeding in any court other than one of the above-named court, or (iv) relating to this Agreement or the subject matter hereof may not be enforced in or by the above-named courts. Each Party agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given in accordance with Section 9.6. Without limiting the foregoing, but subject to the Bankruptcy Rules, each of the parties agrees that it will not bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Commitment Letters, the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and any Proceeding of any kind or description, whether in law or in equity, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, and makes the agreements, waivers and consents set forth in clauses (a), (b) and (d) above mutatis mutandis but with respect to the courts specified in this sentence.

Section 9.9 Waiver of Jury Trial. EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR THE TRANSACTION OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF OR INVOLVING ANY DEBT FINANCING SOURCE. NO PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS, OR THE DEBT COMMITMENT LETTERS OR THE DEBT FINANCING OR INVOLVING ANY DEBT FINANCING SOURCE. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9.9. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 9.9 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 9.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in

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any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transaction and the other transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 9.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one (1) or more such counterparts have been signed by each Party and delivered (by facsimile, e-mail, or otherwise) to the other Party. Signatures to this Agreement transmitted by facsimile, by electronic mail in “portable document format” form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signatures. This Agreement has been executed in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

Section 9.12 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Closing takes place, each Party will bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement, including all fees of law firms, commercial banks, investment banks, accountants, public relations firms, experts and consultants.

Section 9.13 Interpretation; Absence of Presumption. It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedules or the Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedules or the Purchaser Disclosure Schedules in any dispute or controversy between Sellers and Purchaser as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedules or the Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. Nothing in this Agreement (including the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or Law. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits to this Agreement; (d) references to “Dollars” or “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (i) the headings

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contained in this Agreement and the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Sellers and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by Sellers and Purchaser or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement or the other Transaction Documents; (k) a reference to any Person includes such Person’s successors and permitted assigns; (l) any reference to “days” means calendar days unless Business Days are expressly specified; and (m) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. Each obligation of Sellers under this Agreement to cause any Purchased Venture to take, or refrain from taking, any action shall be limited to, but exercised to the fullest extent of the direct or indirect rights of the applicable Target Entity as a member of such Purchased Venture (or its parent) or rights with respect to the Representatives appointed by Sellers or their respective Affiliates to the board of directors, board of managers or similar governing body of such Purchased Venture to cause such Purchased Venture to take, or refrain from taking, any applicable action, subject in all cases to any duties or other obligations set forth in (and solely to the extent the exercise of such rights would not reasonably be expected to result in a breach of) the applicable operating agreement or other governing document of such Purchased Venture or applicable Laws.

Section 9.14 Transaction Privilege.

(a) The Parties hereby acknowledge and agree that each of Baker Botts L.L.P. (“Baker Botts”) and Kirkland & Ellis LLP (“Kirkland”) has represented the Target Entities, Sellers and one or more of their Affiliates, in each case prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement, the other Transaction Documents, and the transactions contemplated by this Agreement, and that Sellers have a reasonable expectation that, after the Closing, each of Baker Botts and Kirkland will, if Sellers so wish, represent them in connection with any pending or possible or threatened Proceeding related to this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby.

(b) Purchaser, on its own behalf and on behalf of its Affiliates, hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.14 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, Baker Botts or Kirkland represents any Seller in connection with any Proceeding arising under or relating to this Agreement, the Transaction Documents, or the transactions contemplated by this Agreement or the Transaction Documents whether or not such matter is one in which Baker Botts or Kirkland, as applicable, may have previously advised the Sellers.

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(c) Each Target Entity, on its own behalf and on behalf of the other Target Entities (which includes those Persons that are or after Closing will be Affiliates of such Target Entity), hereby consents to the disclosure by each of Baker Botts and Kirkland to Sellers or any of their respective Affiliates, directors, members, partners, officers or employees of any information learned by Baker Botts or Kirkland, as applicable, in the course of its representation of Sellers or their respective Affiliates, whether or not such information is subject to attorney client privilege or Baker Botts’ or Kirkland’s, as applicable, duty of confidentiality.

(d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Sellers and the Target Entities (which, for the avoidance of doubt, includes for purposes hereof any Representatives of Sellers and the Target Entities), on the one hand, and Baker Botts or Kirkland, as applicable, on the other hand, to the extent related to this Agreement or the transactions contemplated by this Agreement, shall be excluded from the assets or any other property, rights, privileges, powers, franchises and other interests held by the Target Entities, that such attorney-client privilege shall be deemed held solely by Sellers, and that no Target Entity shall have any right to assert, waive or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between Sellers or the Target Entities, on the one hand, and Baker Botts or Kirkland, as applicable, on the other hand, relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement shall be deemed to be privileged and to belong solely to Sellers (and not the Target Entities). The Target Entities, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Sellers is intended or will be claimed by any Target Entity as a result of any communications, files, records or other documents being maintained within the records or files, of any Target Entity or otherwise in its possession or control and (ii) no Target Entity will offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any Proceeding arising under or relating to this Agreement and the transactions contemplated hereby and involving Sellers.

(e) Purchaser and its Affiliates (including the Target Entities after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against Baker Botts or Kirkland in respect of legal services provided to the Target Entities, Sellers or their respective Affiliates by Baker Botts or Kirkland in connection with this Agreement or the transactions contemplated hereby.

(f) Purchaser hereby agrees that it shall cause any Person that is or after the Closing an Affiliate of Purchaser to execute any document or instrument reasonably requested from time to time by Seller Representative in order to evidence or effectuate the intentions of the Parties reflected in this Section 9.14.

(g) This Section 9.14 shall be irrevocable, and no term of this Section 9.14 may be amended, waived or modified, without the prior written consent of, respectively, Baker Botts, Kirkland and Seller Representative and the Affiliates of Sellers affected thereby. Each of Baker Botts and Kirkland is specifically made a third-party beneficiary of the provisions of this Section 9.14.

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Section 9.15 Disclosure Schedules.

(a) The representations and warranties of Sellers set forth in this Agreement are made and given subject to the disclosures in the Seller Disclosure Schedules. Where a reference is made only to a particular disclosed document, the full contents of the document are deemed to be disclosed. Inclusion of information in the Seller Disclosure Schedules will not be construed as an admission that such information is material to the business, operations of condition (financial or otherwise) of the Business or the Target Entities, in whole or in part, or as an admission of Liability or obligation of Sellers to any third Person. The specific disclosures set forth in the Seller Disclosure Schedules have been organized to correspond to section references in this Agreement to which the disclosure is most likely to relate, together with appropriate cross-references when disclosure is applicable to other sections of this Agreement; provided, however, that any disclosure in any section of the Seller Disclosure Schedules will apply to and will be deemed to be disclosed in any other section of the Seller Disclosure Schedules, so long as the applicability of such disclosure is reasonably apparent on its face.

(b) The representations and warranties of Purchaser set forth in this Agreement are made and given subject to the disclosures in the Purchaser Disclosure Schedules. Where a reference is made only to a particular disclosed document, the full contents of the document are deemed to be disclosed. Inclusion of information in the Purchaser Disclosure Schedules will not be construed as an admission that such information is material, or as an admission of Liability or obligation of Purchaser to any third Person. The specific disclosures set forth in the Purchaser Disclosure Schedules have been organized to correspond to section references in this Agreement to which the disclosure is most likely to relate, together with appropriate cross-references when disclosure is applicable to other sections of this Agreement; provided, however, that any disclosure in any section of the Purchaser Disclosure Schedules will apply to and will be deemed to be disclosed in any other section of the Purchaser Disclosure Schedules, so long as the applicability of such disclosure is reasonably apparent on its face.

Section 9.16 Non-Recourse. No Party shall, and no Party shall cause any other Person to, or permit any of its Representatives to (except in the case of Fraud), (a) assert any claim of any nature whatsoever arising under, or relating to, this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, against any Person other than a party to this Agreement or any Transaction Document (and against such Persons only pursuant to the terms and conditions hereof and thereof), including against any past, present or future Affiliate or Representative of the Target Entities or the heirs, executors, administrators, estates, successors or assigns of any of the foregoing (each, a “Nonparty Affiliate”) or (b) without limiting the generality of clause (a), hold or attempt to hold any Nonparty Affiliate liable for any actual or alleged inaccuracy in, or misstatement or omission with respect to, any information or materials of any kind furnished by any Seller or the Target Entities or any Nonparty Affiliate, or their respective Representatives, concerning the Business, the Target Entities, this Agreement or the transactions contemplated hereby. Notwithstanding any provision of this Agreement to the contrary, (i) each Seller acknowledges and agrees that none of the Sellers or any of their respective Subsidiaries or Affiliates shall have any rights or claims of any kind or description, whether in law, equity, contract, tort or otherwise, against any Debt Financing Source (in its capacity as same) arising out of, relating to or in connection with this Agreement, the Debt Commitment Letters or the transactions contemplated hereby or thereby, and agree that in no event shall any Debt Financing Source (in its capacity as same) have any liability or obligations to any Seller or any of their respective Subsidiaries or Affiliates and their respective Representatives, in each case relating to,

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arising out of or in connection with this Agreement, the Debt Commitment Letters or the transactions contemplated hereby or thereby and (ii) Purchaser hereby acknowledges and agrees that, except as set forth in the Debt Commitment Letters and the related fee letters and definitive documentation in respect of the Debt Financing and any other express written agreement between Purchaser and/or its Affiliates and any Debt Financing Source relating to the Debt Financing, no Person shall have any rights or claims of any kind or description, whether in law, equity, contract, tort or otherwise, against any Debt Financing Source (in its capacity as same) arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby, and agrees that, except as set forth in the Debt Commitment Letters and the related fee letters and definitive documentation in respect of the Debt Financing and any other express written agreement between Purchaser and/or its Affiliates and any Debt Financing Source relating to the Debt Financing, in no event shall any Debt Financing Source (in its capacity as same) have any liability or obligations to any Person arising out of or in connection with this Agreement or the transactions contemplated hereby. This Section 9.16 shall be for the benefit of, and shall be enforceable by, each Nonparty Affiliate and their respective successors, assigns, heirs, executors, administrators and estates and each Debt Financing Source.

Section 9.17 Seller Representative.

(a) By execution hereof, each Seller irrevocably constitutes and appoints McDermott Technology (Americas), Inc. to act as agent and attorney-in-fact for and on its behalf (“Seller Representative”) regarding any matter under this Agreement or otherwise relating to the Transaction, including: (i) delivering and receiving notices, including service of process, with respect to any matter under this Agreement; (ii) executing and delivering any and all documents and taking any and all such actions as shall be required or permitted of Sellers Representative pursuant to this Agreement, including any and all such documents and actions with respect to the final determination of any adjustment of the Closing Purchase Price pursuant to Section 2.11; (iii) providing notice of, demanding, pursuing or enforcing, in its discretion, any claim, including specific performance in accordance with Section 9.7, against Purchaser for a breach of this Agreement; (iv) executing and delivering, on behalf of Sellers, any Contract, agreement, amendment or other document or certificate, including any settlement agreement or release of claims, to effectuate any of the foregoing or as may otherwise be specifically permitted by this Agreement, any such Contract, agreement, amendment or other document or certificate to have the effect of binding Sellers as if each Seller, as applicable, had personally entered into such agreement; (v) taking all such other actions as Seller Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing; and (vi) engaging such attorneys, accountants, consultants and other Persons as Seller Representative, in its discretion, deems necessary or appropriate to accomplish any action required or permitted of it hereunder.

(b) Seller Representative will not be liable for any act taken or omitted to be taken as Seller Representative, while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to Seller Representative by Sellers, Purchaser or any third party or any other evidence deemed by Seller Representative to be reliable, and Seller Representative shall be entitled to act on the advice of its selected counsel. Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement or any related document or agreement if Seller

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Representative shall have received such advice or concurrence as it deems appropriate with respect to such inaction, or if Seller Representative shall not have been expressly indemnified to its satisfaction against any and all liability and expense that Seller Representative may incur by reason of taking or continuing to take any such action; provided that any such failure or refusal to act shall not relieve Sellers or any of their respective Affiliates from their obligations under this Agreement. Sellers hereby agree, severally and not jointly, to indemnify Seller Representative from any Covered Losses arising out of service in its capacity as Seller Representative hereunder.

(c) Subject to the last sentence of this Section 9.17, from and after the Closing, Purchaser is entitled to deal exclusively with Seller Representative on all matters relating to this Agreement and any related agreements. Sellers shall not have any rights to participate in the resolution of such matters in any manner. A decision, act, consent or instruction of Seller Representative constitutes a decision of Sellers. Such decision, act, consent or instruction is final, binding and conclusive upon each Seller and Purchaser may rely upon any decision, act, consent or instruction of Seller Representative. The appointment and power of attorney made in this Section 9.17 shall to the fullest extent permitted by applicable Law be deemed an agency coupled with an interest and all authority conferred hereby shall to the fullest extent permitted by applicable Law be irrevocable and not be subject to termination by operation of applicable Law, whether by the liquidation or dissolution of any Seller or the occurrence of any other event or events. Notices or communications to or from Seller Representative will constitute notice to or from Sellers.

(d) In the event of the incapacity of Seller Representative or its refusal or failure to act, Seller Representative or his trustee, receiver or personal representative, as applicable, shall promptly designate a substitute and provide its written notice to Sellers of such substitute, which substitute shall from the time of such designation have all the rights and responsibilities of Sellers Representative hereunder, as applicable.

Section 9.18 NO SPECIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, SPECULATIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS, OR DIMINUTION OF VALUE), WHETHER IN TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, BY CONTRACT OR STATUTE; PROVIDED, HOWEVER, THAT, DAMAGES THAT (X) ARE REASONABLY FORESEEABLE CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS OR DIMINUTION OF VALUE, BUT NOT, FOR THE AVOIDANCE OF DOUBT, SPECIAL, PUNITIVE, INDIRECT OR SPECULATIVE DAMAGES) OR (Y) ARE PAYABLE TO A THIRD-PARTY SHALL NOT BE WAIVED.

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IN WITNESS WHEREOF, Sellers and Purchaser have duly executed this Agreement as of the date first written above.

SELLERS:
MCDERMOTT TECHNOLOGY (US), INC.
By:	/s/ Christopher A. Krummel
Name:	Christopher A. Krummel
Title:	Executive Vice President and Chief Financial Officer
MCDERMOTT TECHNOLOGY (AMERICAS), INC.
By:	/s/ Christopher A. Krummel
Name:	Christopher A. Krummel
Title:	Executive Vice President and Chief Financial Officer
MCDERMOTT TECHNOLOGY, B.V.
By:	/s/ Kimberly J. Wolford
Name:	Kimberly J. Wolford
Title:	Authorized Signatory
J. RAY HOLDINGS, INC.
By:	/s/ Christopher A. Krummel
Name:	Christopher A. Krummel
Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Share and Asset Purchase Agreement]

ILLUMINATE BUYER, LLC
By:	/s/ Purnendu Chatterjee
Name:	Purnendu Chatterjee
Title:	Manager

By:	/s/ Patrick Mundt
Name:	Patrick Mundt
Title:	Senior President

Signature Page to Share and Asset Purchase Agreement

EX-99.1

Exhibit 99.1

NEWS RELEASE

MCDERMOTT INTERNATIONAL, INC. ANNOUNCES COMPREHENSIVE PREPACKAGED RESTRUCTURING TRANSACTION TO DE-LEVER BALANCE SHEET AND IMMEDIATELY POSITION COMPANY FOR LONG-TERM GROWTH

• Financial restructuring transaction supported by more than two-thirds of all funded debt creditors

• Transaction to equitize nearly all funded debt; company to emerge with committed letter of credit financing and only $500 million of funded debt

• Restructuring to be implemented through prepackaged chapter 11 process to be commenced later today and on expedited schedule with the support of $2.81 billion debtor-in-possession financing

• Customer projects to continue seamlessly; all operations continue in normal course

• Plan provides that all suppliers will continue to receive payments and be paid in full

• Agreement to sell Lummus Technology to The Chatterjee Group and Rhône Group for $2.725 billion, subject to higher or otherwise better bids received through a court-supervised auction process

HOUSTON, Jan 21, 2020 – McDermott International, Inc. (NYSE: MDR) (“McDermott”) today announced that it has the support of more than two-thirds of all its funded debt creditors for a restructuring transaction that will equitize nearly all the Company’s funded debt, eliminating over $4.6 billion of debt.

The restructuring transaction will be implemented through a prepackaged Chapter 11 process that will be financed by a debtor-in-possession (“DIP”) financing facility of $2.81 billion. Subject to court approval, McDermott expects the DIP financing, combined with cash generated by McDermott, to enable the Company to stabilize its cash flows, continue operating in the normal course and fulfill its commitments to key stakeholders, including customers, suppliers, joint-venture partners, business partners and employees.

The Company also has secured committed exit financing of over $2.4 billion in letter of credit facility capacity and will emerge from Chapter 11 with approximately $500 million in funded debt. The restructuring transaction will strengthen the Company’s balance sheet, normalize its trade debt and position the Company for long-term growth.

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All of McDermott’s businesses are expected to continue to operate as normal for the duration of the restructuring. McDermott expects to continue to pay employee wages and health and welfare benefits, and to pay all suppliers in full. All customer projects are expected to continue uninterrupted on a global basis.

This morning, the Company commenced solicitation of votes from its lenders and bondholders in support of a prepackaged Chapter 11 Plan of Reorganization (“the Plan”). The Company intends to commence the prepackaged Chapter 11 filing in the U.S. Bankruptcy Court for the Southern District of Texas (“the Court”) later today. The Company’s support from all of its creditor constituencies is memorialized in a Restructuring Support Agreement. The Company plans to move swiftly toward Court approval of the Plan, with confirmation expected within approximately two months from filing.

As part of the restructuring transaction, subsidiaries of McDermott have entered into a share and asset purchase agreement (the “Agreement”) with a joint partnership between The Chatterjee Group and Rhône Group (the “Joint Partnership”) pursuant to which the Joint Partnership will serve as the “stalking-horse bidder” in a court-supervised sale process for Lummus Technology.

Under the terms of the Agreement, the Joint Partnership has agreed, and is committed, to acquire Lummus Technology for a base purchase price of $2.725 billion. McDermott will have the option to retain or purchase, as applicable, a 10 percent common equity ownership interest in the entity purchasing Lummus Technology. McDermott expects to hold an auction in approximately 45 days to solicit higher or better bids for the Lummus Technology business. Either the Joint Partnership or the winning bidder at the auction will purchase Lummus Technology as part of the Chapter 11 process, subject to regulatory and court approval.

Proceeds from the sale of Lummus Technology are expected to repay the DIP financing in full, as well as fund emergence costs and provide cash to the balance sheet for long-term liquidity.

“The restructuring transaction, which has the full support from all of our funded creditors, including our unsecured bondholders, is further recognition of McDermott’s fundamentally solid operating business and proven strategy,” said David Dickson, President and Chief Executive Officer of McDermott. “Our record backlog, the majority of which has been booked in the last two years, and high rate of new project awards demonstrates our customers’ continued confidence in our business, the demand for our skills and our long-term opportunities ahead.”

Mr. Dickson continued, “This financial restructuring will create a sustainable capital structure that matches the strength of our operating business. As a result of the transaction, we are eliminating over $4.6 billion in debt from our balance sheet and we will emerge with robust liquidity and significant financing to execute on customer projects in our backlog. Throughout this process, which we expect to complete expeditiously, McDermott will continue all business operations as normal and deliver on our commitments to our customers. I would like to thank our customers, employees, suppliers and partners for their ongoing dedication, and our lenders for their continued collaboration in reaching this comprehensive and definitive balance sheet solution. McDermott will emerge a stronger, more competitive company with a solid financial foundation, and we will build upon our reputation as a premier, fully integrated provider of technology, engineering and construction solutions to the energy industry.”

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As a result of the upcoming Chapter 11 filing, McDermott expects to be delisted from the New York Stock Exchange within the next 10 days. McDermott common stock will continue to trade in the over-the-counter marketplace throughout the pendency of the Chapter 11 process. The shares are proposed to be cancelled as part of McDermott’s restructuring.

Upon the Chapter 11 filing, more information about McDermott’s restructuring, including access to Court documents, will be available at https://cases.primeclerk.com/McDermott or contact Prime Clerk, the Company’s noticing and claims agent, at 877-426-7705 (for toll-free domestic calls) and 917-994-8380 (for tolled international calls), or email McDermottInfo@primeclerk.com.

Kirkland & Ellis LLP is serving as legal counsel to McDermott, Evercore Group L.L.C. is serving as the Company’s financial advisor and AP Services, LLC, an affiliate of AlixPartners, is serving as operational advisor. Jackson Walker L.L.P. is serving as local legal counsel, Baker Botts L.L.P. is serving as corporate legal counsel, Arias, Fabrega & Fabrega is serving as Panamanian legal counsel and Prime Clerk is serving as administrative agent.

Davis Polk & Wardwell LLP is serving as legal counsel to the Term Loan Lenders, Centerview Partners LLC is serving as financial advisor to the Term Loan Lenders, Barclays is serving as agent to the Term Loan Lenders and Latham & Watkins LLP is serving as legal counsel to the agent to the Term Loan Lenders.

Linklaters LLP is serving as legal counsel to the Revolving Lenders, Crédit Agricole Corporate and Investment Bank is serving as agent to the Revolving Lenders, Bracewell LLP is serving as legal counsel to the agent to the Revolving Lenders and FTI Consulting is serving as financial advisor to the agent to the Revolving Lenders.

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Brown Rudnick LLP are serving as legal counsel to the bondholders, Houlihan Lokey, Inc. is serving as financial advisor to the bondholders.

About McDermott

McDermott is a premier, fully integrated provider of technology, engineering and construction solutions to the energy industry. For more than a century, customers have trusted McDermott to design and build end-to-end infrastructure and technology solutions to transport and transform oil and gas into the products the world needs today. Our proprietary technologies, integrated expertise and comprehensive solutions deliver certainty, innovation and added value to energy projects around the world. Customers rely on McDermott to deliver certainty to the most complex projects, from concept to commissioning. It is called the “One McDermott Way.” Operating in over 54 countries, McDermott’s locally focused and globally integrated resources include more than 42,000 employees, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. To learn more, visit www.mcdermott.com.

Forward-Looking Statements

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties. These forward-looking statements include, among other things, statements about improving McDermott’s capital structure, McDermott’s ability to effect its restructuring as expected, or at

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all, the inability of McDermott to execute on contracts in backlog successfully, intended use of proceeds from a transaction involving a sale of all or part of the Lummus Technology business and strengthening of McDermott’s balance sheet. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: negotiations with third parties; regulatory and other approvals; adverse changes in the markets in which McDermott operates or credit or capital markets; and actions by lenders, other creditors, customers and other business counterparties of McDermott. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-looking statements. For a more complete discussion of these and other risk factors, please see each of McDermott’s annual and quarterly filings with the U.S. Securities and Exchange Commission, including McDermott’s annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. This communication reflects the views of McDermott’s management as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.

Contacts:

Investor Relations

Scott Lamb

Vice President, Investor Relations

+1 832 513 1068

Scott.Lamb@McDermott.com

Global Media Relations

Gentry Brann

Senior Vice President, Communications, Marketing and Administration

+1 646 805 2849

Media@McDermott.com

# # #

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EX-99.2

Exhibit 99.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

	)
In re:	)	Chapter 11
	)
MCDERMOTT INTERNATIONAL, INC., et al.,1	)	Case No. 20-[_____] (___)
	)
Debtors.	)	(Joint Administration Requested)
	)

DISCLOSURE STATEMENT FOR THE JOINT

PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF

MCDERMOTT INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES

JACKSON WALKER L.L.P.	KIRKLAND & ELLIS LLP
Elizabeth C. Freeman (TX Bar No. 24009222)	KIRKLAND & ELLIS INTERNATIONAL LLP
Matthew D. Cavenaugh (TX Bar No. 24062656)	Joshua A. Sussberg, P.C. (pro hac vice pending)
1401 McKinney Street, Suite 1900	Christopher T. Greco, P.C. (pro hac vice pending)
Houston, Texas 77010	Anthony R. Grossi (pro hac vice pending)
Telephone:   (713) 752-4200	601 Lexington Avenue
Facsimile:    (713) 752-4221	New York, New York 10022
Email:         efreeman@jw.com	Telephone:   (212) 446-4800
mcavenaugh@jw.com	Facsimile:    (212) 446-4900
Proposed Co-Counsel to the Debtors and Debtors in Possession	Email:         joshua.sussberg@kirkland.com                    christopher.greco@kirkland.com                    anthony.grossi@kirkland.com
	-and-
	James H.M. Sprayregen, P.C.
	John R. Luze (pro hac vice pending)
	300 North LaSalle Street
	Chicago, Illinois 60654
	Telephone:    (312) 862-2000
	Facsimile:     (312) 862-2200
	Email:           james.sprayregen@kirkland.com                       john.luze@kirkland.com
	Proposed Co-Counsel to the Debtors
	and Debtors in Possession
Dated: January 21, 2020

¹  A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ proposed claims and noticing agent at https://cases.primeclerk.com/McDermott. The location of Debtor McDermott International, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 757 North Eldridge Parkway, Houston, Texas 77079.

THIS IS A SOLICITATION OF VOTES TO ACCEPT OR REJECT THE PLAN IN ACCORDANCE WITH BANKRUPTCY CODE SECTION 1125 AND WITHIN THE MEANING OF BANKRUPTCY CODE SECTION 1126, 11 U.S.C. §§ 1125, 1126. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS INTEND TO SUBMIT THIS DISCLOSURE STATEMENT TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING COMMENCEMENT OF SOLICITATION AND THE DEBTORS’ FILING FOR RELIEF UNDER CHAPTER 11 OF THE BANKRUPTCY CODE. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.

IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT

SOLICITATION OF VOTES ON THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF MCDERMOTT INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE FROM THE HOLDERS OF OUTSTANDING:

VOTING CLASS	NAME OF CLASS UNDER THE PLAN
CLASS 5	2021 LETTER OF CREDIT CLAIMS
CLASS 6A	2023 LETTER OF CREDIT CLAIMS
CLASS 6B	REVOLVING CREDIT CLAIMS
CLASS 6C	TERM LOAN CLAIMS
CLASS 6D	CREDIT AGREEMENT HEDGING CLAIMS
CLASS 7	CASH SECURED LETTER OF CREDIT CLAIMS
CLASS 8	LLOYDS LETTER OF CREDIT CLAIMS
CLASS 9	SENIOR NOTES CLAIMS

IF YOU ARE IN CLASS 5, CLASS 6A–6D, CLASS 7, CLASS 8, OR CLASS 9, YOU ARE RECEIVING THIS DOCUMENT AND THE ACCOMPANYING MATERIALS BECAUSE YOU ARE ENTITLED TO VOTE ON THE PLAN.

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DELIVERY OF BALLOTS CLASS 5, CLASS 6A–6D, CLASS 7, AND CLASS 8 BALLOTS MAY BE RETURNED IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED RETURN ENVELOPE WITH THE BALLOT OR TO AN ADDRESS BELOW, AND MUST BE RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE, WHICH IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON WEDNESDAY, FEBRUARY 19, 2020.
BY REGULAR MAIL AT: Prime Clerk, LLC Re: McDermott International, Inc., et al., One Grand Central Place, 60 East 42nd Street, Suite 1440, New York, NY 10165	BY HAND DELIVERY OR OVERNIGHT MAIL AT: Prime Clerk, LLC Re: McDermott International, Inc., et al., One Grand Central Place, 60 East 42nd Street, Suite 1440, New York, NY 10165
PLEASE CHOOSE ONLY ONE METHOD TO RETURN YOUR BALLOT. CLASS 9 BALLOTS, INCLUDING MASTER BALLOTS AND PRE-VALIDATED BENEFICIAL OWNER BALLOTS, MUST BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE, WHICH IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON WEDNESDAY, FEBRUARY 19, 2020, VIA THE ENCLOSED PRE-PAID, PRE-ADDRESSED RETURN ENVELOPE, OR AS OTHERWISE DIRECTED ON THE BALLOT: If you are a noteholder and received an envelope addressed to your nominee, please return your ballot to your nominee, allowing enough time for your nominee to cast your vote on a master ballot before the Voting Deadline. BALLOTS RECEIVED VIA EMAIL OR FACSIMILE WILL NOT BE COUNTED

IF YOU HAVE ANY QUESTIONS REGARDING THE PROCEDURE FOR

VOTING ON THE PLAN, PLEASE CONTACT THE SOLICITATION AGENT AT:

BY E-MAIL TO:

MCDERMOTTBALLOTS@PRIMECLERK.COM

WITH A REFERENCE TO “MCDERMOTT INTERNATIONAL, INC.” IN THE SUBJECT LINE

BY TELEPHONE:

1-877-426-7705 (TOLL FREE) OR 1-917-994-8380 (INTERNATIONAL)

AND REQUEST TO SPEAK WITH A MEMBER OF THE SOLICITATION TEAM

This disclosure statement (this “Disclosure Statement”) provides information regarding the Joint Prepackaged Chapter 11 Plan of Reorganization of McDermott International, Inc. and Its Debtor Affiliates (as may be amended, supplemented, or otherwise modified from time to time, the “Plan”),² for which the Debtors will seek confirmation by the Bankruptcy Court. A copy of the Plan is attached hereto as Exhibit A and is incorporated herein by reference. The Debtors are providing the information in this Disclosure Statement to certain holders of Claims for purposes of soliciting votes to accept or reject the Plan.

Pursuant to the Restructuring Support Agreement, the Plan is currently supported by the Debtors and certain Consenting Stakeholders that have executed the Restructuring Support Agreement, including holders of approximately 95% in principal of the 2021 Letter of Credit Claims, approximately 85% in principal of the 2023 Letter of Credit Claims, approximately 85% in principal of the Revolving Credit Claims, approximately 74% in principal of the Term Loan Claims, approximately [•]% in principal of the Credit Agreement Hedging Claims, approximately [•]% in principal of the Cash Secured Letter of Credit Claims, and approximately 67% in principal of the Senior Notes Claims.

²  Capitalized terms used but not otherwise defined in this Disclosure Statement have the meanings ascribed to such terms in the Plan.

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The consummation and effectiveness of the Plan are subject to certain material conditions precedent described herein and set forth in Article IX of the Plan. There is no assurance that the Bankruptcy Court will confirm the Plan or, if the Bankruptcy Court does confirm the Plan, that the conditions necessary for the Plan to become effective will be satisfied or, in the alternative, waived.

The Debtors urge each holder of a Claim or Interest to consult with its own advisors with respect to any legal, financial, securities, tax, or business advice in reviewing this Disclosure Statement, the Plan, and each proposed transaction contemplated by the Plan.

The Debtors strongly encourage holders of Claims in Class 5, Class 6A–6D, Class 7, Class 8, and Class 9 to read this Disclosure Statement (including the Risk Factors described in Article VII hereof) and the Plan in their entirety before voting to accept or reject the Plan. Assuming the requisite acceptances to the Plan are obtained, the Debtors will seek the Bankruptcy Court’s approval of the Plan at the Confirmation Hearing.

RECOMMENDATION BY THE DEBTORS

EACH DEBTOR’S BOARD OF DIRECTORS, MEMBER, OR MANAGER, AS APPLICABLE, HAS APPROVED THE TRANSACTIONS CONTEMPLATED BY THE PLAN AND DESCRIBED IN THIS DISCLOSURE STATEMENT, AND EACH DEBTOR BELIEVES THAT THE COMPROMISES CONTEMPLATED UNDER THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUE OF EACH OF THE DEBTOR’S ESTATES, AND PROVIDE THE BEST RECOVERY TO CLAIM AND INTEREST HOLDERS. AT THIS TIME, EACH DEBTOR BELIEVES THAT THE PLAN AND RELATED TRANSACTIONS REPRESENT THE BEST ALTERNATIVE FOR ACCOMPLISHING THE DEBTORS’ OVERALL RESTRUCTURING OBJECTIVES. EACH OF THE DEBTORS THEREFORE STRONGLY RECOMMENDS THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN BY RETURNING THEIR BALLOTS SO AS TO BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT NO LATER THAN WEDNESDAY, FEBRUARY 19, 2020 AT 4:00 P.M. (PREVAILING CENTRAL TIME) PURSUANT TO THE INSTRUCTIONS SET FORTH HEREIN AND ON THE BALLOTS.

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SPECIAL NOTICE REGARDING FEDERAL AND STATE SECURITIES LAWS

The Bankruptcy Court has not reviewed this Disclosure Statement or the Plan, and the securities to be issued on or after the Effective Date will not have been the subject of a registration statement filed with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933 as amended (the “Securities Act”) or any securities regulatory authority of any state under any state securities law (“Blue Sky Laws”). The Plan has not been approved or disapproved by the SEC or any state regulatory authority and neither the SEC nor any state regulatory authority has passed upon the accuracy or adequacy of the information contained in this Disclosure Statement or the Plan. Any representation to the contrary is a criminal offense. The Debtors are relying on section 4(a)(2) and/or Regulation D of the Securities Act, and similar Blue Sky Laws provisions, to exempt from registration under the Securities Act and Blue Sky Laws the offer to certain Institutional holders of Revolving Loan Claims, Term Loan Claims, and Senior Notes Claims of new securities prior to the Petition Date, including in connection with the solicitation of votes to accept or reject the Plan (the “Solicitation”).

After the Petition Date, the Debtors will rely on section 1145(a) of the Bankruptcy Code and the exemption listed above to exempt from registration under the Securities Act and Blue Sky Laws the offer, issuance, and distribution of New Common Stock and New Warrants under the Plan, and the shares of New Common Stock issuable upon exercise of the New Warrants. Neither the Solicitation nor this Disclosure Statement constitutes an offer to sell or the solicitation of an offer to buy securities in any state or jurisdiction in which such offer or solicitation is not authorized.

Except to the extent publicly available, this Disclosure Statement, the Plan, and the information set forth herein and therein are confidential. This Disclosure Statement and the Plan contain material non-public information concerning the Debtors, their subsidiaries, and their respective debt and Securities. Each recipient hereby acknowledges that it (a) is aware that the federal securities laws of the United States prohibit any person who has material non-public information about a company, which is obtained from the company or its representatives, from purchasing or selling Securities of such company or from communicating the information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such Securities and (b) is familiar with the United States Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and the rules and regulations promulgated thereunder, and agrees that it will not use or communicate to any Person or Entity, under circumstances where it is reasonably likely that such Person or Entity is likely to use or cause any Person or Entity to use, any confidential information in contravention of the Securities Exchange Act or any of its rules and regulations, including Rule 10b-5.

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DISCLAIMER

This Disclosure Statement contains summaries of certain provisions of the Plan and certain other documents and financial information. The information included in this Disclosure Statement is provided solely for the purpose of soliciting acceptances of the Plan and should not be relied upon for any purpose other than to determine whether and how to vote on the Plan. All holders of Claims entitled to vote to accept or reject the Plan are advised and encouraged to read this Disclosure Statement and the Plan in their entirety before voting to accept or reject the Plan. The Debtors believe that these summaries are fair and accurate. The summaries of the financial information and the documents that are attached to, or incorporated by reference in, this Disclosure Statement are qualified in their entirety by reference to such information and documents. In the event of any inconsistency or discrepancy between a description in this Disclosure Statement, on the one hand, and the terms and provisions of the Plan or the financial information and documents incorporated in this Disclosure Statement by reference, on the other hand, the Plan or the financial information and documents, as applicable, shall govern for all purposes.

Except as otherwise provided in the Plan or in accordance with applicable law, the Debtors are under no duty to update or supplement this Disclosure Statement. The Bankruptcy Court’s approval of this Disclosure Statement does not constitute a guarantee of the accuracy or completeness of the information contained herein or the Bankruptcy Court’s endorsement of the merits of the Plan. The statements and financial information contained in this Disclosure Statement have been made as of the date hereof unless otherwise specified. Holders of Claims or Interests reviewing the Disclosure Statement should not assume at the time of such review that there have been no changes in the facts set forth in this Disclosure Statement since the date of this Disclosure Statement. No holder of a Claim or Interest should rely on any information, representations, or inducements that are not contained in or are inconsistent with the information contained in this Disclosure Statement, the documents attached to this Disclosure Statement, and the Plan. This Disclosure Statement does not constitute legal, business, financial, or tax advice. Any Person or Entity desiring any such advice should consult with their own advisors. Additionally, this Disclosure Statement has not been approved or disapproved by the Bankruptcy Court, the SEC, or any securities regulatory authority of any state under Blue Sky Laws. The Debtors are soliciting acceptances to the Plan prior to commencing any cases under chapter 11 of the Bankruptcy Code.

The financial information contained in or incorporated by reference into this Disclosure Statement has not been audited, except as specifically indicated otherwise. The Debtors’ management, in consultation with the Debtors’ advisors, has prepared the financial projections attached hereto as Exhibit E and described in this Disclosure Statement (the “Financial Projections”). The Financial Projections, while presented with numerical specificity, necessarily were based on a variety of estimates and assumptions that are inherently uncertain and may be beyond the control of the Debtors’ management. Important factors that may affect actual results and cause the management forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the Debtors’ businesses (including their ability to achieve strategic goals, objectives, and targets over applicable periods), industry performance, the regulatory environment, general business and economic conditions, and other factors. The Debtors caution that no representations can be made as to the accuracy of these projections or to their ultimate performance compared to the information contained in the forecasts or that the forecasted results will be achieved. Therefore, the Financial Projections may not be relied upon as a guarantee or other assurance that the actual results will occur.

Regarding contested matters, adversary proceedings, and other pending, threatened, or potential litigation or other actions, this Disclosure Statement does not constitute, and may not be construed as, an admission of fact, liability, stipulation, or waiver by the Debtors or any other party, but rather as a statement made in the context of settlement negotiations in accordance with Rule 408 of the Federal Rules of Evidence and any analogous state or foreign laws or rules. As such, this Disclosure Statement shall not be admissible in any non-bankruptcy proceeding involving the Debtors or any other party in interest, nor shall it be construed to be conclusive advice on the tax, securities, financial, or other effects of the Plan to holders of Claims against, or Interests in, the Debtors or any other party in interest. Please refer to Article VIII of this Disclosure Statement, entitled “Risk Factors” for a discussion of certain risk factors that holders of Claims voting on the Plan should consider.

Except as otherwise expressly set forth herein, all information, representations, or statements contained herein have been provided by the Debtors. No person is authorized by the Debtors in connection with this Disclosure Statement, the Plan, or the Solicitation to give any information or to make any representation or statement regarding this Disclosure Statement, the Plan, or the Solicitation, in each case, other than as contained in this Disclosure Statement and the exhibits attached hereto or as otherwise incorporated herein by reference or referred to herein. If any such information, representation, or statement is given or made, it may not be relied upon as having been authorized by the Debtors.

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This Disclosure Statement contains certain forward-looking statements, all of which are based on various estimates and assumptions. Such forward-looking statements are subject to inherent uncertainties and to a wide variety of significant business, economic, and competitive risks, including, but not limited to, those summarized herein. When used in this Disclosure Statement, the words “anticipate,” “believe,” “estimate,” “will,” “may,” “intend,” and “expect” and similar expressions generally identify forward-looking statements. Although the Debtors believe that their plans, intentions, and expectations reflected in the forward-looking statements are reasonable, they cannot be sure that they will be achieved. These statements are only predictions and are not guarantees of future performance or results. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. All forward-looking statements attributable to the Debtors or Persons or Entities acting on their behalf are expressly qualified in their entirety by the cautionary statements set forth in this Disclosure Statement. Forward-looking statements speak only as of the date on which they are made. Except as required by law, the Debtors expressly disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

[Remainder of page intentionally left blank.]

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TABLE OF CONTENTS

			Page
I.	INTRODUCTION			1
II.	PRELIMINARY STATEMENT			1
III.	QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND PLAN			5
	A.	What is chapter 11?		5
	B.	Why are the Debtors sending me this Disclosure Statement?		6
	C.	Why are votes being solicited prior to Bankruptcy Court approval of the Disclosure Statement?		6
	D.	Am I entitled to vote on the Plan?		6
	E.	What will I receive from the Debtors if the Plan is consummated?		7
	F.	What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, or a Priority Tax Claim?		10
	G.	Are any regulatory approvals required to consummate the Plan?		12
	H.	What happens to my recovery if the Plan is not confirmed or does not go effective?		13
	I.	If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”		13
	J.	What are the sources of Cash and other consideration required to fund the Plan?		13
	K.	Are there risks to owning the New Common Stock or New Warrants upon emergence from chapter 11?		13
	L.	Is there potential litigation related to the Plan?		13
	M.	What is the Management Incentive Plan and how will it affect the distribution I receive under the Plan?		14
	N.	Will the final amount of Allowed General Unsecured Claims affect the recovery of holders of Allowed General Unsecured Claims under the Plan?		14
	O.	How will the preservation of the Causes of Action impact my recovery under the Plan?		14
	P.	Will there be releases and exculpation granted to parties in interest as part of the Plan?		15
	Q.	What is the deadline to vote on the Plan?		20
	R.	How do I vote for or against the Plan?		21
	S.	Why is the Bankruptcy Court holding a Confirmation Hearing?		21
	T.	What is the purpose of the Confirmation Hearing?		21
	U.	What is the effect of the Plan on the Debtors’ ongoing businesses?		21
	V.	Will any party have significant influence over the corporate governance and operations of the Reorganized Debtors?		21
	W.	Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?		22
	X.	Do the Debtors recommend voting in favor of the Plan?		22
	Y.	Who Supports the Plan?		22
IV.	THE DEBTORS’ RESTRUCTURING SUPPORT AGREEMENT AND PLAN			23
	A.	Restructuring Support Agreement		23
	B.	The Plan		23
V.	THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW			31
	A.	McDermott’s Corporate History		31
	B.	The Debtors’ Key Assets and Operations		32
	C.	The Debtor’s Prepetition Capital Structure		34

VI.	EVENTS LEADING TO THE CHAPTER 11 FILINGS		38
	A.	Troubled Projects and Liquidity Trough	38
	B.	Significant Loss Projects and Liquidity Constraints	39
	C.	Retention of Advisors, Announcement of Technology Business Sale	40
	D.	The Superpriority Financing, Stakeholder Discussions, Stalking Horse Bidder, and Restructuring Support Agreement	41
VII.	MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES		42
	A.	First Day Relief	42
	B.	Proposed Case Timeline	42
	C.	Lummus Technology Business Marketing and Sale Process	43
	D.	Disinterested Director Independent Investigation	44
VIII.	RISK FACTORS		44
	A.	Bankruptcy Law Considerations	44
	B.	Risks Related to Recoveries under the Plan	49
	C.	Risks Related to the Debtors’ and the Reorganized Debtors’ Businesses	52
IX.	SOLICITATION, VOTING, AND NEW COMMON STOCK ELECTION PROCEDURES		60
	A.	Holders of Claims Entitled to Vote on the Plan	60
	B.	Voting Record Date	60
	C.	Voting on the Plan	60
	D.	Ballots Not Counted	62
X.	CONFIRMATION OF THE PLAN		63
	A.	Requirements for Confirmation of the Plan	63
	B.	Best Interests of Creditors/Liquidation Analysis	63
	C.	Feasibility	64
	D.	Acceptance by Impaired Classes	64
	E.	Confirmation Without Acceptance by All Impaired Classes	65
	F.	Valuation of the Debtors	65
XI.	CERTAIN SECURITIES LAW MATTERS		66
	A.	Issuance of Securities under the Plan	66
	B.	Subsequent Transfers	66
	C.	New Common Stock & Management Incentive Plan	68
	D.	Shares issuable pursuant to the Rights Offering	68
XII.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN		68
	A.	Introduction	68
	B.	Certain U.S. Federal Income Tax Consequences to the Debtors and the Reorganized Debtors	69
	C.	Certain U.S. Federal Income Tax Consequences to U.S. Holders of Certain Claims Entitled to Vote	72
	D.	Information Reporting and Back-Up Withholding	80
XIII.	RECOMMENDATION		82

EXHIBITS³

EXHIBIT A	Plan of Reorganization
EXHIBIT B	Restructuring Support Agreement
EXHIBIT C	Corporate Organization Chart
EXHIBIT D	Liquidation Analysis
EXHIBIT E	Financial Projections
EXHIBIT F	Valuation Analysis

³ Each Exhibit is incorporated herein by reference.

I. INTRODUCTION

McDermott International, Inc.(“MDR”) and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors,” and together with MDR’s direct and indirect non-Debtor subsidiaries and affiliates, the “Company” or “McDermott”), submit this disclosure statement (this “Disclosure Statement”), pursuant to section 1125 of the Bankruptcy Code, to holders of Claims against and Interests in the Debtors in connection with the solicitation of votes for acceptance of the Joint Prepackaged Chapter 11 Plan of Reorganization of McDermott International, Inc. and Its Debtor Affiliates (the “Plan”), dated January 21, 2020.¹ A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference. The Plan constitutes a separate chapter 11 plan for each of the other Debtors.

THE DEBTORS AND CERTAIN CONSENTING STAKEHOLDERS THAT HAVE EXECUTED THE RESTRUCTURING SUPPORT AGREEMENT, INCLUDING HOLDERS OF APPROXIMATELY 95% IN PRINCIPAL OF THE 2021 LETTER OF CREDIT CLAIMS, APPROXIMATELY 85% IN PRINCIPAL OF THE 2023 LETTER OF CREDIT CLAIMS, APPROXIMATELY 85% IN PRINCIPAL OF THE REVOLVING CREDIT CLAIMS, APPROXIMATELY 74% IN PRINCIPAL OF THE TERM LOAN CLAIMS, APPROXIMATELY [•]% IN PRINCIPAL OF THE CREDIT AGREEMENT HEDGING CLAIMS, APPROXIMATELY [•]% IN PRINCIPAL OF THE CASH SECURED LETTER OF CREDIT CLAIMS, AND APPROXIMATELY 67% IN PRINCIPAL OF THE SENIOR NOTES CLAIMS, BELIEVE THAT THE COMPROMISES CONTEMPLATED UNDER THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUE OF THE DEBTORS’ ESTATES, AND PROVIDE THE BEST RECOVERY TO STAKEHOLDERS. AT THIS TIME, THE DEBTORS BELIEVE THE PLAN REPRESENTS THE BEST AVAILABLE OPTION FOR COMPLETING THE CHAPTER 11 CASES. THE DEBTORS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.

II. PRELIMINARY STATEMENT

The Debtors are a Houston, Texas-based services company for the onshore-offshore energy industry and a leading provider of integrated engineering, procurement, construction and installation (“EPCI”), front-end engineering and design, module fabrication services, and technology to offshore, subsea, power, liquefied natural gas (“LNG”), downstream energy projects, and upstream field developments worldwide. As of the date of this Disclosure Statement, the Company operates in approximately 54 countries, has over 42,000 employees and independent contractors, and owns a diversified fleet of specialty marine construction vessels and fabrication facilities.

As of the date of this Disclosure Statement, among other obligations, the Debtors have approximately $5.12 billion in aggregate outstanding secured and unsecured funded debt obligations, approximately $3.44 billion in aggregate outstanding unfunded secured and unsecured letter of credit obligations, and approximately $588 million in aggregate surety-related obligations, including the following: (a) approximately $800 million in secured superpriority term loans; (b) approximately $200 million in secured superpriority letters of credit; (c) approximately $801 million in funded obligations and approximately $194 million in letters of credit under a $1 billion first lien revolving credit facility; (d) approximately $2.22 billion in first lien term loans; (e) approximately $305 million in cash

¹  Capitalized terms used but not otherwise defined in this Disclosure Statement have the meanings ascribed to such terms in the Plan. The summary of the Plan provided herein is qualified in its entirety by reference to the Plan. In the case of any inconsistency between this Disclosure Statement and the Plan, the Plan will govern.

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collateralized letters of credit issued under the first lien term loan facility; (f) approximately $1.257 billion in letters of credit under a first lien letter of credit facility; (g) approximately $228 million in letters of credit under a first lien sidecar letter of credit facility; (h) approximately $102 million in letters of credit issued under a senior secured letter of credit facility; (i) approximately $105 million aggregate in other secured financings, finance leases, and equipment financings; (i) approximately $1.3 billion in 10.625% senior unsecured notes due 2024; (j) approximately $1.154 billion in aggregate letters of credit issued under certain unsecured bi-lateral letter of credit facilities; and (k) approximately $585 million in aggregate surety-related obligations that are largely uncollateralized. In addition, MDR has outstanding preferred equity with a stated aggregate liquidation preference of approximately $330 million.

In May 2018, McDermott combined with Chicago Bridge & Iron Company N.V. (“CB&I”), a downstream provider of onshore petrochemical, refining, power, gasification, and gas processing technology (the “Combination”). As a result of the Combination, McDermott became a fully integrated, onshore-offshore company. With a presence on six continents, the below map shows the global scope of McDermott’s operations:

The Combination presented a unique opportunity with respect to McDermott’s ability to win new projects and offer more expansive services, but has brought with it certain challenges for the combined enterprise. Although the Combination allowed the size, scale, and complexity of McDermott’s projects to dramatically increase, McDermott inherited certain legacy CB&I projects that have ultimately resulted in significant losses. Two of those projects, the Cameron LNG export facility project in Hackberry, Louisiana, and the Freeport LNG export facility project in Freeport, Texas, remain ongoing. These projects, and certain other loss projects, have used substantial amounts of cash in the past year, straining McDermott’s liquidity and capital resources.

At the same time the Debtors were working to address these loss projects, which the Debtors believe to be contained occurrences unlikely to be replicated in future projects, the Debtors were winning new projects at a high rate—as reflected in McDermott’s record project backlog, which now exceeds $19 billion. With this success, though, came increased near-term financial obligations. In addition to front-end capital investment, each of these projects will require new letters of credit to support the Debtors’ performance obligations under the applicable project contracts. As of the date hereof, the Debtors had reached the limit

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of their existing letter of credit capacity and, absent a substantial deleveraging, were unlikely to be able to secure access to new letters of credit on any terms, much less favorable terms. Moreover, as described below, the Debtors operated in an extremely competitive, capital intensive industry. Projects must be carefully and precisely bid to protect project profit margin. All of this only exacerbated the Debtors’ already tight liquidity position. As a result of the Debtors’ financial condition, their vendor base became increasingly stretched—as of the date of this Disclosure Statement, the Debtors have in excess of $1 billion in outstanding trade claims, a significant portion of which is substantially past due.

Despite the Debtors’ efforts to mitigate the financial strain brought on by current adverse market conditions through non-core asset divestitures and operational “rightsizing,” the Debtors’ liquidity position remained strained and was projected to be insufficient over the long-term to fund the capital-intensive nature of the their business and to service its highly leveraged capital structure. Further, notwithstanding significant efforts, as further detailed herein, the Debtors have been unable to refinance their debt or attract sufficient new capital. As a result, in the second half of 2019, the Company engaged financial and legal advisors to explore strategic alternatives to enhance the Debtors’ liquidity, evaluate strategic merger and acquisition opportunities, and address their capital structure.

A core component of the Debtors’ exploration of strategic alternatives has been the marketing and sale process for the Debtors Lummus Assets and Interests (the “Lummus Technology Business”). The Debtors’ commenced their formal process in late September 2019 by reaching out to potential financial and strategic purchasers. The Debtors received initial indications at or above $2.5 billion. Due to the Debtors’ strained liquidity position, though, it became clear that McDermott would require additional financing and letter of credit support prior to the time that a sale of the Lummus Technology Business could close.

Accordingly, in late September, McDermott began discussions with steering committees of their letter of credit issuing and revolving credit facility institutions and senior secured term lenders. As a result of these discussions, on October 21, 2019, certain of the Debtors entered into a superpriority senior secured credit facility (the “Superpriority Credit Agreement,” and the lenders thereunder, the “Superpriority Lenders”), which provides for an aggregate principal amount of $1.7 billion, consisting of a $1.3 billion term loan facility and a $400 million letter of credit facility (the “Superpriority Financing”). Importantly, the Superpriority Credit Agreement provided for immediate access to $550 million of term loan facility borrowings and $100 million of letter of credit availability. Subject to satisfaction of conditions specified in the Superpriority Credit Agreement, up to three subsequent tranches of capital would be made available to McDermott. Contemporaneously with entry into the Superpriority Credit Agreement, McDermott entered into amendments to its Credit Agreement and Letter of Credit Agreement to amend, among other things, its leverage ratio, fixed charge coverage ratio, and minimum liquidity covenants through December 31, 2021, and modify certain affirmative covenants, negative covenants, and events of default to allow for the incurrence of indebtedness and pledge of assets under the Superpriority Credit Agreement.

The financial support of the Superpriority Lenders provided the Debtors with the ability to continue to pursue the Lummus Technology Business marketing and sale process, as well as other strategic alternatives. On November 1, 2019, McDermott elected to enter into the 30-day grace period with respect to the $69 million in interest (the “Interest Payment”) due on November 1, 2019, under the Senior Notes Indenture (as defined below) to continue discussions with its senior secured lenders regarding a long-term balance sheet solution. On December 1, 2019, the Debtors satisfied (or secured a waiver of) the conditions to the funding of the second tranche (“Tranche B”) of financing under the Superpriority Credit Agreement, which provided McDermott with an additional $250 million under the superpriority term loan and $100 million in incremental superpriority letter of credit capacity. Additionally, in connection with accessing the second tranche of financing under the Superpriority Credit Agreement, on December 1, 2019, McDermott entered into a forbearance agreement (the “Forbearance Agreement”) with holders of approximately 35 percent in principal of the Senior Notes (as defined herein) with respect to the Interest Payment. The forbearance period extended through January 15, 2020. Following entry into the Forbearance Agreement, in parallel with discussions with their senior secured lenders, the Debtors engaged with two ad hoc groups of holders of Senior Notes regarding the terms of their support for the Debtors’ restructuring.

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These efforts ultimately bore fruit. The second tranche of the Superpriority Financing allowed McDermott to continue discussions with its key secured and unsecured stakeholder groups regarding a long-term balance sheet solution and continue to progress the Lummus Technology Business marketing and sale process. Instead of pursuing the third and fourth tranches of financing under the Superpriority Credit Agreement, the Debtors, with broad support across their capital structure, ultimately determined that pursuing an in-court deleveraging transaction and sale of the Lummus Technology Business represents the value-maximizing path forward. After extensive, arm’s-length negotiations, the Consenting Stakeholders and the Debtors arrived at the transactions embodied in the Restructuring Support Agreement, a copy of which is attached hereto as Exhibit B, the key terms of which include:

• an aggregate $2.81 billion debtor in possession financing package (the “DIP Facility”) provided by the Debtors’ senior secured lenders, which includes $1.2 billion in new secured term loans, $543 million in new letter of credit capacity, and the “roll up” of the $800 million in superpriority term loans and $200 million in superpriority letters of credit;

• an agreement by the Debtors’ senior secured term lenders to substantially equitize more than $3 billion in funded debt in exchange for 94% of the equity in the Reorganized Debtors (subject to certain adjustments described in the Restructuring Support Agreement and Plan) and $500 million in take back senior secured exit term loans (the “Take Back Facility”);

• commitments from the Debtors’ letter of credit issuing banks to (a) allow for the renewal of existing letters of credit (on existing terms) during these chapter 11 cases, (b) provide the incremental letter of credit capacity under the DIP Facility, and (c) provide for an aggregate of up to $2.44 billion in letter of credit capacity to support the Debtors’ go-forward business on emergence from chapter 11 under three senior secured exit letter of credit facilities (collectively, together with the Take Back Facility, the “Exit Facilities”);

• the sale of the Lummus Technology Business for at least $2.725 billion, as set forth in the stalking horse purchase agreement entered into by the Debtors and The Chatterjee Group and Rhone Capital as stalking horse purchaser prior to the Petition Date, the proceeds of which will be used to (a) fund a minimum $820 million cash balance to support the Debtors’ go-forward business and (b) repay the funded obligations under the DIP Facility;

• recovery for unsecured bondholders in form of 6% of the equity in the Reorganized Debtors (subject to certain adjustments described in the Restructuring Support Agreement and Plan), the New Warrants, and the Consenting Noteholders the ability to participate in the Rights Offering;

• repayment in full or reinstatement of all unsecured trade claims;

• assumption of all project-related executory contracts (in some instances, as amended pursuant to agreement between the Debtors and the applicable customers);

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• reinstatement and assumption of unsecured bi-lateral facility letter of credit obligations and surety obligations;

• payment in full in cash of all administrative and priority claims; and

• cancellation of all existing preferred and common equity interests.

The Restructuring Support Agreement is a significant achievement for the Debtors. A right-sized capital structure will allow the Debtors to capitalize on their record backlog and maximize value for the benefit of all stakeholders. In addition, the compromises and settlements embodied in the Restructuring Support Agreement, and to be implemented pursuant to the Plan, preserve value by enabling the Debtors to avoid protracted, value-destructive litigation over potential recoveries and other causes of action that could delay the Debtors’ emergence from chapter 11. As of the date of this Disclosure Statement, holders of approximately 95% in principal of the 2021 Letter of Credit Claims, approximately 85% in principal of the 2023 Letter of Credit Claims, approximately 85% in principal of the Revolving Credit Claims, approximately 74% in principal of the Term Loan Claims, approximately [•]% in principal of the Credit Agreement Hedging Claims, approximately [•]% in principal of the Cash Secured Letter of Credit Claims, and approximately 67% in principal of the Senior Notes Claims have signed onto the Restructuring Support Agreement. The core terms of the Restructuring Support Agreement will be implemented through a chapter 11 plan of reorganization—namely, the Plan (described more fully in Article IV.B of this Disclosure Statement, entitled “The Plan,” which begins on page 23).

With a prepackaged Plan and key creditor support in place pursuant to the Restructuring Support Agreement, the Debtors expect to emerge positioned to capitalize on their asset base as the Company looks to reorient its go-forward growth and operating plans to be competitive. Given the Debtors’ core strengths—including their experienced management team and employees and the strategic location of their projects—the Debtors are confident that they can implement the Restructuring Support Agreement’s balance sheet restructuring to ensure the Debtors’ long-term viability.

III. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND PLAN

A. What is chapter 11?

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated equity interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

Consummating a chapter 11 plan is the principal objective of a chapter 11 case. A bankruptcy court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan.

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B. Why are the Debtors sending me this Disclosure Statement?

The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting acceptances of the Plan, section 1125 of the Bankruptcy Code requires the Debtors to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the Plan and to share such disclosure statement with all holders of claims whose votes on the Plan are being solicited. This Disclosure Statement is being submitted in accordance with these requirements.

C. Why are votes being solicited prior to Bankruptcy Court approval of the Disclosure Statement?

By sending this Disclosure Statement and soliciting the Plan prior to approval by the Bankruptcy Court, the Debtors are preparing to seek Confirmation of the Plan shortly after commencing the Chapter 11 Cases. The Debtors will ask the Bankruptcy Court to approve this Disclosure Statement together with Confirmation of the Plan at the same hearing, which may be scheduled as shortly as two weeks after commencing the Chapter 11 Cases, all subject to the Bankruptcy Court’s approval and availability.

D. Am I entitled to vote on the Plan?

Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim you hold and whether you held that Claim as of the Voting Record Date (as defined herein). Each category of holders of Claims or Interests, as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code, is referred to as a “Class.” Each Class’s respective voting status is set forth below:

Class	Claims and Interests	Status	Voting Rights
Class 1	Other Secured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 2	Other Priority Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 3	Other Prepetition Financing Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 4	Bilateral Facility Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 5	2021 Letter of Credit Claims	Impaired	Entitled to Vote
Class 6A	2023 Letter of Credit Claims	Impaired	Entitled to Vote
Class 6B	Revolving Credit Claims	Impaired	Entitled to Vote
Class 6C	Term Loan Claims	Impaired	Entitled to Vote
Class 6D	Credit Agreement Hedging Claims	Impaired	Entitled to Vote
Class 7	Cash Secured Letter of Credit Claims	Impaired	Entitled to Vote
Class 8	Lloyds Letter of Credit Claims	Impaired	Entitled to Vote
Class 9	Senior Notes Claims	Impaired	Entitled to Vote
Class 10	General Unsecured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 11	Intercompany Claims	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept or Deemed to Reject)

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Class	Claims and Interests	Status	Voting Rights
Class 12	Existing Equity Interests Other Than in McDermott	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept or Deemed to Reject)
Class 13	Existing Preferred Equity Interests in McDermott	Impaired	Not Entitled to Vote (Deemed to Reject)
Class 14	Existing Common Equity Interests in McDermott	Impaired	Not Entitled to Vote (Deemed to Reject)

E. What will I receive from the Debtors if the Plan is consummated?

The following chart provides a summary of the anticipated recovery to holders of Claims or Interests under the Plan. Any estimates of Claims or Interests in this Disclosure Statement may vary from the final amounts allowed by the Bankruptcy Court. Your ability to receive distributions under the Plan depends upon the ability of the Debtors to obtain Confirmation and meet the conditions necessary to consummate the Plan.

THE PROJECTED RECOVERIES SET FORTH IN THE TABLE BELOW ARE ESTIMATES ONLY AND THEREFORE ARE SUBJECT TO CHANGE. FOR A COMPLETE DESCRIPTION OF THE DEBTORS’ CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS, REFERENCE SHOULD BE MADE TO THE ENTIRE PLAN².

SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims (In millions)	Projected Recovery Under the Plan3
1	Other Secured Claims	On the Plan Effective Date, each holder of an Allowed Other Secured Claim shall receive, at the option of the applicable Debtor: (a) payment in full in Cash of its Allowed Other Secured Claim; (b) the collateral securing its Allowed Other Secured Claim; (c) Reinstatement of its Allowed Other Secured Claim; or (d) such other treatment that renders its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.	TBD	100%
2	Other Priority Claims	On the Plan Effective Date, each holder of an Allowed Other Priority Claim shall receive payment in full in Cash.	TBD	100%
3	Other Prepetition Financing Claims	On the Plan Effective Date, each Allowed Other Prepetition Financing Claim shall be Reinstated.	$105	100%
4	Bilateral Facility Claims	On the Plan Effective Date, each Allowed Bilateral Facility Claim shall be Reinstated.	$1,154	100%

²  The recoveries set forth below may change based upon changes in the amount of Claims that are Allowed as well as other factors related to the Debtors’ business operations and general economic conditions.

³  Projected recoveries under the Plan assume that no distributable proceeds will result from the Rights Offering (as defined herein) and that no Technology Business Sale Proceeds will be available for distributions to holders of Prepetition Funded Secured Claims.

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims (in millions)	Projected Recovery Under the Plan
5	2021 Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed 2021 Letter of Credit Claim shall receive: (a) with respect to any 2021 Letter of Credit Claims on account of unfunded 2021 Letters of Credit, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed 2021 Letter of Credit Claim, (b) with respect to any 2021 Letter of Credit Claims on account of funded 2021 Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (c) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date, due to such holder of an Allowed 2021 Letter of Credit Claim pursuant to Section 2.15 of the 2021 LC Agreement.	$229	100%
6A	2023 Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed 2023 Letter of Credit Claim shall receive: (a) with respect to any 2023 Letter of Credit Claims on account of unfunded 2023 Letters of Credit, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed 2023 Letter of Credit Claim, (b) with respect to any 2023 Letter of Credit Claims on account of funded 2023 Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (c) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date, due to such holder of an Allowed 2023 Letter of Credit Claim pursuant to Section 2.51 of the Credit Agreement.	$1,259	100%
6B	Revolving Credit Claims	On the Plan Effective Date, each holder of an Allowed Revolving LC Claim shall receive: (a) with respect to any Revolving Credit Claims on account of unfunded Revolving LCs, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed Revolving Credit Claim, (b) with respect to any Revolving Credit Claims on account of (i) Revolving Loans or (ii) funded Revolving LCs, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (c) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date, due to such holder of an Allowed Revolving Credit Claim pursuant to Section 2.15 of the Credit Agreement.	$998	84%4
6C	Term Loan Claims	On the Plan Effective Date, each holder of an Allowed Term Loan Claim shall receive its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution.	$2,229	84%
6D	Credit Agreement Hedging Claims	On the Plan Effective Date, each holder of an Allowed Credit Agreement Hedging Claim that remains unpaid as of the Effective Date shall receive for any Allowed Credit Agreement Hedging Claims such holder’s Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution.	$50	84%
7	Cash Secured Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed Cash Secured Letter of Credit Claim outstanding as of such date shall: (a) be deemed to reissue its Cash Secured Letters of Credit under the Cash Secured LC Exit Facility which shall be secured by the same cash collateral which secured the Cash Secured Letters of Credit prior to the Petition Date, and (b) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date, due to such holder of an Allowed Cash Secured Letter of Credit Claim pursuant to Section 2.15 of the Credit Agreement.	$305	100%

⁴  The projected recovery under the Plan for Class 6B Revolving Credit Claims only accounts for funded Revolving Credit Claims.

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims	Projected Recovery Under the Plan
			(in millions)
8	Lloyds Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed Lloyds Letter of Credit Claim shall receive: (a) with respect to any Lloyds Letter of Credit Claims on account of unfunded Lloyds Letters of Credit, participation in the Roll-Off LC Exit Facility in amount equal to such Allowed Lloyds Letter of Credit Claim, (b) with respect to any Lloyds Letter of Credit Claims on account of funded Lloyds Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (c) payment in full in cash of any amounts accrued and unpaid, as of the Petition Date, due to such holder of an Allowed Lloyds Letter of Credit Claim pursuant to Section 2(b) of the Lloyds Letter of Credit Agreement.	$102	100%
9	Senior Notes Claims	On the Plan Effective Date, each holder of an Allowed Senior Notes Claim shall receive its pro rata share of : (a) 6% of the New Common Stock, plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment, subject to dilution on account of the New Warrants and the Management Incentive Plan and (b) the New Warrants;	$1,402	19%
10	General Unsecured Claims	On the Plan Effective Date, each holder of an Allowed General Unsecured Claim shall receive, at the option of the applicable Debtor, payment in full in Cash or Reinstatement.	TBD	100%
11	Intercompany Claims	On the Plan Effective Date, each Allowed Intercompany Claim shall be, at the option of the applicable Debtor, (with the consent of the Required Consenting Lenders) either: (a) Reinstated, (b) canceled, released, and extinguished, and will be of no further force or effect, or (c) otherwise addressed at the option of each applicable Debtor such that holders of Intercompany Claims will not receive any distribution on account of such Intercompany Claims.	N/A	0–100%
12	Existing Equity Interests Other Than in McDermott	On the Plan Effective Date, each Existing Equity Interest Other Than in McDermott shall be, at the option of the applicable Debtor, either: (a) Reinstated, (b) canceled, released, and extinguished, and will be of no further force or effect, or (c) otherwise addressed at the option of each applicable Debtor such that holders of Existing Equity Interests Other Than in McDermott will not receive any distribution on account of such Existing Equity Interests Other Than in McDermott.	N/A	0–100%
13	Existing Preferred Equity Interests in McDermott	On the Plan Effective Date, holders of Existing Preferred Equity Interests will not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect.	N/A	0%
14	Existing Common Equity Interests in McDermott	On the Plan Effective Date, holders of Existing Common Equity Interests will not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect.	N/A	0%

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F. What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, or a Priority Tax Claim?

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Claims, Professional Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims or Interests set forth in Article III of the Plan.

1. Administrative Claims

Administrative Claims will be satisfied as set forth in Article II.A of the Plan, as summarized herein. Unless otherwise agreed to by the holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, or otherwise provided for under the Plan or the Restructuring Support Agreement each holder of an Allowed Administrative Claim (other than holders of Professional Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to the amount of such Allowed Administrative Claim in accordance with the following: (1) if an Administrative Claim is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if such Administrative Claim is not Allowed as of the Effective Date, no later than thirty (30) days after the date on which an order allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (3) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Administrative Claim without any further action by the holders of such Allowed Administrative Claim; (4) at such time and upon such terms as may be agreed upon by such holder and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in an order of the Bankruptcy Court.

2. DIP Claims

DIP Claims will be satisfied as set forth in Article II.B of the Plan, as summarized herein. As set forth in Article IV.D of the Plan, certain of the Technology Business Sale Proceeds shall be used to pay Allowed DIP Claims (including Allowed DIP Claims with respect to the Make Whole Amount pursuant to the Technology Business Sale Proceeds Waterfall) outstanding on the Effective Date. Except to the extent that a holder of an Allowed DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each holder of an Allowed DIP Claim shall receive the following treatment:

(a) to the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall, each holder of an Allowed DIP Term Loan Claim (other than the Make Whole Amount, but including all principal, accrued and unpaid interest, fees and expenses and non-contingent indemnity claims) shall receive payment in full in Cash;

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(b) to the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall or the proceeds of the Rights Offering, each holder of an Allowed DIP Term Loan Claim constituting the Make Whole Amount shall receive its Pro Rata share of the term loans arising under the Make Whole Tranche;

(c) to the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall, each holder of an Allowed DIP LC Claim with respect to drawn DIP Letters of Credit that have not been reimbursed in full in Cash as of the Effective Date shall receive payment in full in Cash;

(d) each holder of an Allowed DIP LC Claim (other than in respect of DIP Cash Secured Letters of Credit) shall receive participation in the Super Senior Exit Facility in an amount equal to each such holder’s DIP Letter of Credit Facility commitments;

(e) each holder of a DIP Cash Secured Letter of Credit Claim shall receive participation in the Cash Secured Exit LC Facility in an amount equal to such holder’s DIP Cash Secured Letter of Credit Claim; provided that any cash collateral in the DIP Cash Secured LC Account (as defined in the DIP Credit Facility Term Sheet) shall collateralize the Cash Secured LC Exit Facility; and

(f) all DIP Hedging Obligations shall be rolled into and deemed incurred under the Super Senior Exit Facility.

To the extent the Funded DIP Indebtedness is repaid in full prior to the Effective Date, the Debtors shall not make any payments to trade vendors for penalty interest payments (excluding, for the avoidance of doubt, customary liquidated damages to customers) unless such payments had otherwise been specified in the Approved Budget (as defined in the DIP Credit Agreement) or authorized pursuant to the DIP Financing Orders.

3. Professional Claims

Professional Claims will be satisfied as set forth in Article II.C of the Plan, as summarized herein.

(a) Final Fee Applications and Payment of Professional Claims.

All requests for payment of Professional Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be Filed no later than 45 days after the Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Court. The Reorganized Debtors shall pay Professional Claims in Cash in the amount the Bankruptcy Court allows, including from the Professional Escrow Account, which the Reorganized Debtors will establish in trust for the Professionals and fund with Cash equal to the Professional Amount on the Effective Date.

(b) Professional Escrow Account.

On the Effective Date, the Reorganized Debtors shall, in consultation with the Required Consenting Lenders, establish and fund the Professional Escrow Account with Cash equal to the Professional Amount, which shall be funded by the Reorganized Debtors. The Professional Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors. The amount of Allowed Professional Claims shall be paid in Cash to the Professionals by the Reorganized Debtors from the Professional Escrow Account as soon as reasonably practicable after such Professional Claims are Allowed. When such Allowed Professional Claims have been paid in full, any remaining amount in the Professional Escrow Account shall promptly be paid to the Reorganized Debtors without any further action or order of the Bankruptcy Court.

(c) Professional Amount.

Professionals shall reasonably estimate their unpaid Professional Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date, and shall deliver such estimate to the Debtors no later than five days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of each Professional’s final request for payment in the Chapter 11 Cases. If a Professional does not provide an estimate, the Debtors or Reorganized Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

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(d) Post-Confirmation Fees and Expenses.

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred by the Debtors. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.

4. Priority Tax Claims.

Priority Tax Claims will be satisfied as set forth in Article II.D of the Plan, as summarized herein. Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.

5. Payment of Restructuring Expenses, Consent Fee.

The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date, and noteholder consent fees payable under Section 12 of the Restructuring Support Agreement payable in Cash shall be paid in full in Cash on the Effective Date or as reasonably practicable thereafter (to the extent not previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Restructuring Support Agreement, without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, or without any requirement for Bankruptcy Court review or approval. All Restructuring Expenses and Cash consent fees to be paid on the Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be delivered to the Debtors at least two (2) Business Days before the anticipated Effective Date; provided that such estimates shall not be considered an admission or limitation with respect to such Restructuring Expenses. On or as soon as practicable after the Effective Date, final invoices for all Restructuring Expenses incurred prior to and as of the Effective Date shall be submitted to the Debtors. In addition, the Debtors and the Reorganized Debtors (as applicable) shall continue to pay pre- and post-Effective Date, when due, Restructuring Expenses related to implementation, consummation, and defense of the Plan, whether incurred before, on, or after the Effective Date.

G. Are any regulatory approvals required to consummate the Plan?

There are no known regulatory approvals that are required to consummate the Plan. However, to the extent any such regulatory approvals or other authorizations, consents, rulings, or documents are necessary to implement and effectuate the Plan, it is a condition precedent to the Effective Date that they be obtained.

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H. What happens to my recovery if the Plan is not confirmed or does not go effective?

In the event that the Plan is not confirmed or does not go effective, there is no assurance that the Debtors will be able to reorganize their businesses. It is possible that any alternative may provide holders of Claims with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11 case, or of a liquidation scenario, see Article X.B of this Disclosure Statement, entitled “Best Interests of Creditors/Liquidation Analysis,” which begins on page 63, and the Liquidation Analysis attached hereto as Exhibit D.

I. If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”

“Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that need to be satisfied or waived so that the Plan can go effective. Initial distributions to holders of Allowed Claims will only be made on the date the Plan becomes effective—the “Effective Date”—or as soon as reasonably practicable thereafter, as specified in the Plan. See Article X of this Disclosure Statement, entitled “Confirmation of the Plan,” which begins on page 63, for a discussion of the conditions precedent to consummation of the Plan.

J. What are the sources of Cash and other consideration required to fund the Plan?

The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations, the Rights Offering, or the Technology Business Sale in accordance with the Technology Business Sale Waterfall, as applicable; (2) the New Common Stock; (3) the proceeds from the Rights Offering, as applicable; (4) the New Warrants; and (5) the proceeds from the Exit Facilities, as applicable.

K. Are there risks to owning the New Common Stock or New Warrants upon emergence from chapter 11?

Yes. See Article VIII of this Disclosure Statement, entitled “Risk Factors,” which begins on page 44.

L. Is there potential litigation related to the Plan?

Parties in interest may object to the approval of this Disclosure Statement and may object to Confirmation of the Plan as well, which objections potentially could give rise to litigation. See Article VIII.C.11 of this Disclosure Statement, entitled “The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases,” which begins on page 59.

In the event that it becomes necessary to confirm the Plan over the rejection of certain Classes, the Debtors may seek confirmation of the Plan notwithstanding the dissent of such rejecting Classes. The Bankruptcy Court may confirm the Plan pursuant to the “cramdown” provisions of the Bankruptcy Code, which allow the Bankruptcy Court to confirm a plan that has been rejected by an impaired Class if it determines that the Plan satisfies section 1129(b) of the Bankruptcy Code. See Article X.E of this Disclosure Statement, entitled “Confirmation Without Acceptance by All Impaired Classes,” which begins on page 65.

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M. What is the Management Incentive Plan and how will it affect the distribution I receive under the Plan?

On the Effective Date, the Reorganized Debtors will implement the Management Incentive Plan (as described more fully in Article IV.B.13 on page 32 of this Disclosure Statement). The New Common Stock being provided in connection with the Management Incentive Plan will dilute all of the New Common Stock equally.

As is typical for many of the Debtors’ peer companies, to be a competitive employer and to maximize the value of the Debtors’ estates, the Debtors have requested access to a pool of New Common Stock that the New Board can use to attract, incentivize, and retain talented key employees (including officers) after the Effective Date. After the Effective Date, the New Board will implement the allocation, timing, and structure of the issuance of the New Common Stock pursuant to the Management Incentive Plan Term Sheet.

N. Will the final amount of Allowed General Unsecured Claims affect the recovery of holders of Allowed General Unsecured Claims under the Plan?

Each holder of an Allowed General Unsecured Claim shall receive payment in full in Cash or Reinstatement.

O. How will the preservation of the Causes of Action impact my recovery under the Plan?

The Plan provides for the retention of all Causes of Action other than those that are expressly waived, relinquished, exculpated, released, compromised, or settled.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, each Reorganized Debtor, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and the Reorganized Debtors as of the Effective Date.

The Reorganized Debtors may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity (other than the Released Parties) may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action of the Debtors against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless otherwise agreed upon in writing by the parties to the applicable Cause of Action, all objections to the Schedule of Retained Causes of Action must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date. Any such objection that is not timely filed shall be disallowed and forever barred, estopped, and enjoined from assertion against any Reorganized Debtor, without the need for any objection or responsive pleading by the Reorganized Debtors or any other party in interest or any further notice to or action, order, or approval of the Bankruptcy Court.

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The Reorganized Debtors may settle any such objection without any further notice to or action, order, or approval of the Bankruptcy Court. If there is any dispute regarding the inclusion of any Cause of Action on the Schedule of Retained Causes of Action that remains unresolved by the Debtors or Reorganized Debtors, as applicable, and the objection party for thirty (30) days, such objection shall be resolved by the Bankruptcy Court. Unless any Causes of Action of the Debtors against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain such Causes of Action of the Debtors notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. The applicable Reorganized Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

P. Will there be releases and exculpation granted to parties in interest as part of the Plan?

Yes, the Plan proposes to release the Released Parties and to exculpate the Exculpated Parties, with such releases being subject to the resolution of potential claims resulting from the Independent Investigation (as described more fully in Article VII.D of this Disclosure Statement). The Debtors’ releases, third-party releases, and exculpation provisions included in the Plan are an integral part of the Debtors’ overall restructuring efforts and were an essential element of the negotiations among the Debtors and the Consenting Stakeholders in obtaining their support for the Plan pursuant to the terms of the Restructuring Support Agreement.

The Released Parties and the Exculpated Parties have made substantial and valuable contributions to the Debtors’ restructuring through efforts to negotiate and implement the Plan, which will maximize and preserve the going-concern value of the Debtors for the benefit of all parties in interest. Accordingly, each of the Released Parties and the Exculpated Parties warrants the benefit of the release and exculpation provisions.

IMPORTANTLY, THE FOLLOWING PARTIES ARE INCLUDED IN THE DEFINITION OF “RELEASING PARTIES” AND WILL BE DEEMED TO HAVE EXPRESSLY, UNCONDITIONALLY, GENERALLY, INDIVIDUALLY, AND COLLECTIVELY RELEASED AND DISCHARGED ALL CLAIMS AND CAUSES OF ACTION AGAINST THE DEBTORS AND THE RELEASED PARTIES: ALL HOLDERS OF CLAIMS OR INTERESTS WHO DO NOT (X) VALIDLY OPT OUT OF THE RELEASES CONTAINED IN THE PLAN, (Y) FILE AN OBJECTION TO THE RELEASES CONTAINED IN THE PLAN BY THE PLAN OBJECTION DEADLINE, OR (Z) TIMELY VOTE TO REJECT THE PLAN. THE RELEASES ARE AN INTEGRAL ELEMENT OF THE PLAN.

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Based on the foregoing, the Debtors believe that the releases and exculpations in the Plan are necessary and appropriate and meet the requisite legal standard promulgated by the United States Court of Appeals for the Fifth Circuit. Moreover, the Debtors will present evidence at the Confirmation Hearing to demonstrate the basis for and propriety of the release and exculpation provisions. The release, exculpation, and injunction provisions that are contained in the Plan are copied in pertinent part below.

1. Release of Liens.

Except as otherwise provided in the Exit Facility Documents, the Plan, the Confirmation Order, or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns. Any holder of such Secured Claim (and the applicable agents for such holder) shall be authorized and directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or other property of any Debtor (including any cash collateral and possessory collateral) held by such holder (and the applicable agents for such holder), and to take such actions as may be reasonably requested by the Reorganized Debtors to evidence the release of such Liens and/or security interests, including the execution, delivery, and filing or recording of such releases. The presentation or filing of the Confirmation Order to or with any federal, state, provincial, or local agency, records office, or department shall constitute good and sufficient evidence of, but shall not be required to effect, the termination of such Liens.

To the extent that any holder of a Secured Claim that has been satisfied or discharged in full pursuant to the Plan, or any agent for such holder, has filed or recorded publicly any Liens and/or security interests to secure such holder’s Secured Claim, then as soon as practicable on or after the Effective Date, such holder (or the agent for such holder) shall take any and all steps requested by the Debtors, the Reorganized Debtors, or Exit Facility Agents that are necessary or desirable to record or effectuate the cancellation and/or extinguishment of such Liens and/or security interests, including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any such filings or recordings on such holder’s behalf.

2. Releases by the Debtors.

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, the Reorganized Debtors, their Estates, and any person seeking to exercise the rights of the Debtors or their Estates, including any successors to the Debtors or any Estates representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action, including any derivative claims asserted or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort or otherwise, that the Debtors, the Reorganized Debtors, or

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their Estates, including any successors to the Debtors or any Estates representative appointed or selected pursuant to section 1123(b) of the Bankruptcy Code, would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part:

(a) the Debtors (including the capital structure, management, ownership, or operation thereof), the business or contractual arrangement between the Debtors and any Released Party, any Securities issued by the Debtors and the ownership thereof, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions between or among a Company Party and another Company Party, the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement, the Senior Notes Indenture, the Senior Notes, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, or the Plan (including, for the avoidance of doubt, the Plan Supplement);

(b) any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Rights Offering, the Disclosure Statement, the DIP Credit Agreement, the New Warrants Agreements, the Exit Facility Documents, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases;

(c) the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, the Rights Offering, or the distribution of property under the Plan or any other related agreement; or

(d) any related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Effective Date, including all Avoidance Actions or other relief obtained by the Debtors in the Chapter 11 Cases.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) post Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, any Definitive Document, or any other document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit Facility Documents, the New Warrants Agreements or any Claim or obligation arising under the Plan, or (ii) the rights of any holder of Allowed Claims to receive distributions under the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing Debtor release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the foregoing Debtor release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good

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faith settlement and compromise of the Claims released by the foregoing Debtor release; (c) in the best interests of the Debtors and their Estates and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the foregoing Debtor release.

3. Releases by the Releasing Parties.

Except as otherwise expressly set forth in the Plan or the Confirmation Order, on and after the Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each Releasing Party, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort, or otherwise, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part:

(a) the Debtors (including the capital structure, management, ownership, or operation thereof), the business or contractual arrangement between the Debtors and any Releasing Party, any Securities issued by the Debtors and the ownership thereof, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions between or among a Company Party and another Company Party, the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement, Senior Notes Indenture, the Senior Notes, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, or the Plan (including, for the avoidance of doubt, the Plan Supplement);

(b) any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Rights Offering, the Disclosure Statement, the DIP Credit Agreement, the New Warrants Agreements, the Exit Facility Documents, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases;

(c) the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement, or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, the Rights Offering, or the distribution of property under the Plan or any other related agreement; or

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(d) any related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Effective Date, including all Avoidance Actions or other relief obtained by the Debtors in the Chapter 11 Cases.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any party of any obligations related to customary banking products, banking services or other financial accommodations (except as may be expressly amended or modified by the Plan and the Exit Facility Documents, or any other financing document under and as defined therein), (ii) any post-Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, any Definitive Document, or any agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit Facility Documents, the New Warrants Agreements, or any Claim or obligation arising under the Plan, or (iii) the rights of holders of Allowed Claims to receive distributions under the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing third-party release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the foregoing third-party release is: (a) consensual; (b) essential to the Confirmation of the Plan; (c) given in exchange for a substantial contribution and for the good and valuable consideration provided by the Released Parties that is important to the success of the Plan; (d) a good faith settlement and compromise of the Claims released by the foregoing third-party release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the foregoing third-party release.

4. Exculpation.

Except as otherwise specifically provided in the Plan or the Confirmation Order, no Exculpated Party shall have or incur liability for, and each Exculpated Party shall be released and exculpated from any Claims and Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the Restructuring Support Agreement and related prepetition transactions (including the Superpriority Credit Agreement, the Credit Agreement, the Senior Notes Indenture or Senior Notes, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement), the Disclosure Statement, the Plan, the DIP Credit Facility, the Exit Facility Documents, the New Warrants Agreements, the Plan Supplement, the Rights Offering, or any Restructuring Transaction, contract, instrument, release or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), including any Definitive Document, created or entered into before or during the Chapter 11 Cases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

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The Exculpated Parties and other parties set forth above have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

5. Injunction.

Except as otherwise expressly provided in the Plan or the Confirmation Order or for obligations or distributions issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold the Released Claims are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any Released Claims; (3) creating, perfecting, or enforcing any lien or encumbrance of any kind against such Entities or the property of such Entities on account of or in connection with or with respect to any Released Claims; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property or the Estates of such Entities on account of or in connection with or with respect to any Released Claims unless such holder has filed a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims released or settled pursuant to the Plan.

Upon entry of the Confirmation Order, all holders of Claims and Interests and their respective current and former employees, agents, officers, directors, principals, and direct and indirect Affiliates shall be enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each holder of an Allowed Claim or Allowed Interest, as applicable, by accepting, or being eligible to accept, distributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to the Plan, shall be deemed to have consented to the injunction provisions set forth in Article VIII.F of the Plan.

For more detail, see Article VIII of the Plan, entitled “Settlement, Release, Injunction, and Related Provisions,” which is incorporated herein by reference.

Q. What is the deadline to vote on the Plan?

The Voting Deadline is Wednesday, February 19, 2020, at 4:00 p.m. (prevailing Central Time).

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R. How do I vote for or against the Plan?

Detailed instructions regarding how to vote on the Plan are contained on the ballots distributed to holders of Claims that are entitled to vote on the Plan. For your vote to be counted, the master ballot containing your vote and returned by your nominee, or the “pre-validated” ballot provided by your nominee for direct return by you must be properly completed, executed, and delivered as directed, so that the master ballot or pre-validated ballot containing your vote is actually received by the Debtors’ solicitation agent, Prime Clerk, LLC (the “Solicitation Agent”) on or before the Voting Deadline, i.e. Wednesday, February 19, 2020, at 4:00 p.m., prevailing Central Time. See Article IX of this Disclosure Statement, entitled, “Solicitation, Voting, and New Common Stock Election Procedures“ which begins on page 60 for more information.

S. Why is the Bankruptcy Court holding a Confirmation Hearing?

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on confirmation of the Plan and recognizes that any party in interest may object to Confirmation of the Plan. The Confirmation Hearing will be scheduled by the Bankruptcy Court shortly after the commencement of the Chapter 11 Cases. All parties in interest will be served notice of the time, date, and location of the Confirmation Hearing once scheduled.

T. What is the purpose of the Confirmation Hearing?

The confirmation of a plan of reorganization by a bankruptcy court binds the debtor, any issuer of securities under a plan of reorganization, any person acquiring property under a plan of reorganization, any creditor or equity interest holder of a debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a plan of reorganization discharges a debtor from any debt that arose before the confirmation of such plan of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of reorganization.

U. What is the effect of the Plan on the Debtors’ ongoing businesses?

The Debtors are reorganizing under chapter 11 of the Bankruptcy Code. As a result, the occurrence of the Effective Date means that the Debtors will not be liquidated or forced to go out of business. Following Confirmation, the Plan will be consummated on the Effective Date, which is a date that is the first Business Day after the Confirmation Date on which (1) no stay of the Confirmation Order is in effect and (2) all conditions to Consummation have been satisfied or waived (see Article IX of the Plan). On or after the Effective Date, and unless otherwise provided in the Plan, the Reorganized Debtors may operate their businesses and, except as otherwise provided by the Plan, may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Additionally, upon the Effective Date, all actions contemplated by the Plan will be deemed authorized and approved.

V. Will any party have significant influence over the corporate governance and operations of the Reorganized Debtors?

As of the Effective Date, the terms of the then-sitting members of the boards of directors of the Debtors shall expire, and the initial boards of directors, including the New Board, as well as the officers of each of the Reorganized Debtors, shall be appointed in accordance with the New Organizational Documents. The initial New Board shall consist of those individuals that are selected in accordance with Article IV.L of the Plan.

Assuming that the Effective Date occurs, holders of Allowed Claims or Allowed Interests (as applicable) that receive distributions representing a substantial percentage of outstanding shares of the New Common Stock (including shares issued upon exercise of the New Warrants), may be in a position to influence matters requiring approval by the holders of shares of New Common Stock, including, among other things, the election of directors and the approval of a change of control of the Reorganized Debtors.

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W. Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?

If you have any questions regarding this Disclosure Statement or the Plan, please contact the Debtors’ Solicitation Agent, Prime Clerk, LLC, via one of the following methods:

By regular mail at:

Prime Clerk, LLC

Re: McDermott International, Inc., et al.,

One Grand Central Place,

60 East 42nd Street, Suite 1440,

New York, NY 10165

By hand delivery or overnight mail at:

Prime Clerk, LLC

Re: McDermott International, Inc., et al.,

One Grand Central Place,

60 East 42nd Street, Suite 1440,

New York, NY 10165

By electronic mail at:

McDermottBallots@primeclerk.com

By telephone (toll free) at:

1-877-426-7705 (toll free) or 1-917-994-8380 (international) and request to speak with a member of the Solicitation Team

Copies of the Plan, this Disclosure Statement, and any other publicly filed documents in the Chapter 11 Cases are available upon written request to the Solicitation Agent at the address above or by downloading the exhibits and documents from the website of the Solicitation Agent at https://cases.primeclerk.com/McDermott (free of charge) or the Bankruptcy Court’s website at http://www.txs.uscourts.gov (for a fee).

X. Do the Debtors recommend voting in favor of the Plan?

Yes. The Debtors believe that the Plan provides for a larger distribution to the Debtors’ creditors and equity holders than would otherwise result from any other available alternative. The Debtors believe that the Plan, which contemplates a significant deleveraging of the Debtors’ balance sheet and enables them to emerge from chapter 11 expeditiously, is in the best interest of all holders of Claims or Interests, and that any other alternatives (to the extent they exist) fail to realize or recognize the value inherent under the Plan.

Y. Who Supports the Plan?

The Plan is supported by the Debtors and certain Consenting Stakeholders that have executed the Restructuring Support Agreement, which includes holders of approximately and 95% in principal of the 2021 Letter of Credit Claims, approximately 85% in principal of the 2023 Letter of Credit Claims, approximately 85% in principal of the Revolving Credit Claims, approximately 74% in principal of the Term Loan Claims, in principal of the Credit Agreement Hedging Claims, approximately [•]% in principal of the Cash Secured Letter of Credit Claims, approximately [•]% and approximately 67% in principal of the Senior Notes Claims.

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IV. THE DEBTORS’ RESTRUCTURING SUPPORT AGREEMENT AND PLAN

A. Restructuring Support Agreement

On January 21, 2020, the Debtors and the Consenting Stakeholders entered into the Restructuring Support Agreement. Since executing the Restructuring Support Agreement, the Debtors have documented the terms of the pre-arranged restructuring contemplated thereby, including the Plan. The restructuring transactions contemplated by the Plan will significantly reduce the Debtors’ funded-debt obligations and annual interest payments and result in a stronger balance sheet for the Debtors.

The Plan represents a significant step in the Debtors’ months-long restructuring process. The Restructuring Support Agreement will allow the Debtors to proceed expeditiously through chapter 11 to a successful emergence. The Plan will significantly deleverage the Debtors’ balance sheet and provide the capital injection needed for the Debtors to conduct competitive operations going forward.

B. The Plan

The Plan contemplates the following key terms, among others described herein and therein:

1. General Settlement of Claims and Interests

As discussed in detail in the Disclosure Statement and as otherwise provided herein, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, including (1) any challenge to the amount, validity, perfection, enforceability, priority or extent of the DIP Claims, Superpriority Term Loan Claims, 2021 Letter of Credit Claims, 2023 Letter of Credit Claims, Revolving LC Claims, Revolving Loan Claims, Term Loan Claims, Cash Secured Letter of Credit Claims, Credit Agreement Hedging Claims, and Senior Notes Claims and 92) any claim to avoid, subordinate, or disallow any 2021 Letter of Credit Claims, 2023 Letter of Credit Claims, Revolving LC Claims, Revolving Loan Claims, Term Loan Claims, Cash Secured Letter of Credit Claims, Credit Agreement Hedging Claims, and Senior Notes Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise. The Plan shall be deemed a motion to approve the good faith compromise and settlement of all such Claims, Interests, and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors and their Estates. Subject to Article VI of the Plan, all distributions made to holders of Allowed Claims and Allowed Interests (as applicable) in any Class are intended to be and shall be final.

2. Restructuring Transactions

On or before the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into and shall take any actions as may be necessary or appropriate to effect the Restructuring Transactions, including as set forth in the Restructuring Transactions Memorandum. The actions to implement the Restructuring Transactions may include: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent

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with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; and (4) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Plan. On the Effective Date or as soon as reasonably practicable thereafter, the Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions.

3. Reorganized Debtors

On the Effective Date, the New Board shall be established, and the Reorganized Debtors shall adopt their New Organizational Documents, consistent with the Restructuring Support Agreement (including section 3.02 of the Restructuring Support Agreement). The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Plan as necessary to consummate the Plan. Cash payments to be made pursuant to the Plan will be made by the Debtors or Reorganized Debtors. The Debtors and Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or Reorganized Debtors, as applicable, to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in any post-Effective Date agreement, shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing, subject to the New Organizational Documents and the Exit Facility Documents, as the boards of directors of the applicable Reorganized Debtors deem appropriate.

4. Technology Business Sale

(a) Technology Business Sale Process

Following the Petition Date, in consultation with the Consultation Parties (as defined in the Bidding Procedures), the Debtors shall continue their sale and marketing process and solicit bids for the sale or other disposition of all or substantially all of the Technology Business Sale, in accordance with the terms and conditions of the RSA (including the Milestones) and in a manner acceptable to the Required Consenting Lenders. For the avoidance of doubt, the Debtors may only execute an agreement for the sale or other disposition of any part of the Technology Business with the consent of the Required Consenting Lenders.

The Consultation Parties shall have the right to review all information, diligence, documents and other materials provided by the Debtors or their advisors to any bidder or prospective bidder in connection with the Technology Business Sale and to consult with the Debtors and their advisors with respect to the Technology Business Sale. The Debtors shall provide to the Consultation Parties all term sheets, letters, proposals, offers, bids and other materials, whether non-binding or not, that are received by the Debtors or their advisors in connection with the Technology Business Sale within one (1) day of receipt by the Debtors or their advisors, as applicable.

(b) Closing of the Technology Business Sale

On or before the Effective Date, the Debtors shall be authorized to consummate the Technology Business Sale and, among other things, the Lummus Assets and Interests (including Executory Contracts and Unexpired Leases assumed and assigned pursuant to Article V of the Plan) shall be transferred to and vest in the Purchaser free and clear of all Liens, Claims, charges, or other encumbrances pursuant to the terms of the Purchase Agreement and, as applicable, the Confirmation Order Or an order approving the Technology Business Sale; provided that, to the extent the Technology Business Sale is to be consummated pursuant to the Confirmation Order, the Debtors may request entry of any order supplementing the Confirmation Order that the Debtors believe is necessary or appropriate to implement the terms and conditions of the Technology Business Sale. On and after the Effective Date, except as otherwise provided in the Plan, the Debtors or the Purchaser, as applicable, may operate the Debtors’ businesses and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

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(c) Technology Business Sale Proceeds Waterfall

Any Technology Business Sale Proceeds that have not otherwise been applied in accordance with the DIP Credit Agreement, shall be applied as follows:

(i) first, to fund a minimum Cash balance of $820 million, as required by the Business Plan;

(ii) second, to repay Funded DIP Indebtedness (other than the Make Whole Amount);

(iii) third, payment of the Make Whole Amount;

(iv) fourth, to fund cash to support new or additional letters of credit sufficient to meet the $2.44 billion letter of credit capacity contemplated by the Exit Facilities Term Sheet; and

(v) fifth, the repayment of Prepetition Funded Secured Claims on a Pro Rata basis.

(d) Residual Prepetition Funded Secured Claims Pay Down

On the Effective Date, the Prepetition Funded Secured Claims will be repaid on a pro rata basis from (i) the Residual Technology Business Sale Proceeds and (ii) any available Cash (such available Cash shall exclude Cash held in variable interest entities associated with joint venture and consortium arrangements, Cash trapped in foreign jurisdictions, and insurance captive Cash) in excess of $820 million available cash at emergence after payment of all fees and transaction expenses ((i) and (ii) together the “Residual Prepetition Funded Secured Claims Pay Down”).

If the Residual Prepetition Funded Secured Claims Pay Down amount is greater than $0, the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims shall be reduced, and the initial allocation of 6% of the New Common Stock to holders of Senior Notes Claim shall be increased, by the percentage calculated by dividing:

(a) the Residual Prepetition Funded Secured Claims Pay Down amount by

(b) an amount equal to:

(i) the aggregate amount of Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) minus an amount equal to the sum of (y) the aggregate amount of the loans to be issued under the Term Loan Exit Facility and (z) any proceeds of the Rights Offering up to $150 million; divided by

(ii) 94% minus an amount equal to (y) the aggregate proceeds of the Rights Offering up to $150 million divided by (z) Plan Equity Value (such adjustment of initial allocations, the “Prepetition Funded Secured Claims Excess Cash Adjustment”).

For the avoidance of doubt, if the Technology Business Sale Proceeds paid pursuant to the Technology Business Sale Proceeds Waterfall have not paid the Make Whole Amount in full, all proceeds of the Rights Offering will (a) first go to the pay down of the Make Whole Amount and (b) once the Make Whole Amount is paid in full, the Prepetition Funded Secured Claims will be repaid on a pro rata basis from such remaining proceeds of the Rights Offering.

5. Sources of Consideration for Plan Distributions

The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations, the Rights Offering, or the Technology Business Sale in accordance with the Technology Business Sale Proceeds Waterfall, as applicable; (2) the New Common Stock; (3) the proceeds from the Rights Offering, as applicable; (4) the New Warrants, as applicable; and (5) the proceeds from the Exit Facilities, as applicable.

(a) Exit Facilities

On the Effective Date, the Reorganized Debtors shall enter into the Exit Facilities, the terms of which will be set forth in the Exit Facility Documents.

To the extent applicable, Confirmation of the Plan shall be deemed (a) approval of the Exit Facilities (including the transactions and related agreements contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors or the Reorganized Debtors, as applicable, in connection therewith), to the extent not approved by the Bankruptcy Court previously, and (b) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements necessary or appropriate to pursue or obtain the Exit Facilities, including the Exit Facility Documents, and incur and pay any fees and expenses in connection therewith, and (ii) act or take action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors or the Reorganized Debtors, as applicable, may deem to be necessary to consummate the Exit Facilities.

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As of the Effective Date, upon the granting or continuation of Liens in accordance with the Exit Facility Documents, such Liens shall constitute valid, binding, enforceable, and automatically perfected Liens in the collateral specified in the Exit Facility Documents. To the extent provided in the Exit Facility Documents, the Exit Facility Agents or holder(s) of Liens under the Exit Facility Documents are authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The guarantees, mortgages, pledges, Liens, and other security interests granted to secure the obligations arising under the Exit Facility Documents have been granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the lenders thereunder to extent credit thereunder shall be deemed not to constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable nonbankruptcy law, and the priorities of such Liens and security interests shall be as set forth in the Exit Facility Documents. The Reorganized Debtors and the persons and entities granted such Liens and security interests shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.

In no event shall the sum of (v) the face amount of letters of credit issued and outstanding at any time under the Senior Exit LC Facility, plus (w) the face amount of letters of credit issued and outstanding at any time under the Super Senior Exit Facility, plus (x) the face amount of letters of credit issued or deemed issued and outstanding at any time under the Roll-Off LC Exit Facility, plus (y) the face amount of letters of credit issued and outstanding at any time under the Cash Secured LC Exit Facility, exceed the Secured Letter of Credit Cap plus permitted incremental capacity set forth in the Exit Facilities Term Sheet.

(b) Issuance of New Common Stock

The issuance of the New Common Stock, including the Rights Offering Shares and any options or other equity awards, if any, reserved for the Management Incentive Plan and the New Warrants, by the Reorganized Debtors (as set forth in the Restructuring Transactions Memorandum) shall be authorized without the need for any further corporate action or without any further action by the holders of Claims or Interests. The Reorganized Debtors shall be authorized to issue a certain number of shares, units or equity interests (as the case may be based on how the New Common Stock is denominated and the identity of the Reorganized Debtor issuing such shares, units, or equity interests) of New Common Stock required to be issued under the Plan and pursuant to their New Organizational Documents. On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall issue all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan.

All of the shares, units, or equity interests (as the case may be based on how the New Common Stock is denominated) of New Common Stock issued or authorized to be issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.

On the Effective Date or as soon as reasonably practicable thereafter, the New Common Stock will be distributed in accordance with the Plan.

(c) Rights Offering.

On or about the Effective Date, the applicable Reorganized Debtor shall consummate the Rights Offering, through which each participant shall have the opportunity, subject to the terms and conditions set forth in the Plan and the Rights Offering Procedures, to purchase the Rights Offering Shares.

The Rights Offering Procedures shall be approved within 5 days of Petition Date and shall provide for a subscription deadline of no later than the Voting Deadline. Subscription rights to participate in the Rights Offering shall be distributed to the Consenting Noteholders in accordance with Section 12 of the Restructuring Support Agreement, the Restructuring Term Sheet, and the Plan and the issuance of such subscription rights will be exempt from SEC registration under applicable law. Pursuant to the Restructuring Support Agreement, each Consenting Noteholder electing to participate in the Rights Offering shall receive incremental New Common Stock equal to (x) its respective share of the aggregate participation in the Rights Offering multiplied by (y) the total percentage of the New Common Stock received in the Rights Offering. Proceeds of the Rights Offering to be used (a) first, for Cash pay down of any portion Make Whole Amount that is not paid in full in Cash from Technology Business Sale Proceeds in accordance with the Technology Business Sale Proceeds Waterfall and (b) second, for Cash pay down of Prepetition Funded Secured Claims.

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(d) Issuance of New Warrants

On the Effective Date, the applicable Reorganized Debtor (as set forth in the Restructuring Transactions Memorandum) will issue the New Warrants only to the extent required to provide for distributions to holders of the Senior Notes Claims, as contemplated by the Plan. All of the New Warrants issued pursuant to the Plan shall be duly authorized without the need for any further corporate action and without any further action by the Debtors or Reorganized Debtors, as applicable, validly issued, fully paid, and non-assessable. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Restructuring Support Agreement and the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance without the need for execution by any party thereto other than the applicable Reorganized Debtor(s).

The New Warrants shall be distributed to holders of Senior Notes Claims in accordance with the Restructuring Support Agreement and the Plan. The New Warrants shall have full anti-dilution and Black-Scholes protection.

6. Corporate Existence

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, each Debtor shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and bylaws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents) are amended under the Plan or otherwise, in each case, consistent with the Plan and the Restructuring Support Agreement, and to the extent such documents are amended in accordance therewith such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state, provincial, or federal law). After the Effective Date, the respective certificate of incorporation and bylaws (or other formation documents) of one or more of the Reorganized Debtors may be amended or modified on the terms therein without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. After the Effective Date, one or more of the Reorganized Debtors may be disposed of, dissolved, wound down, or liquidated without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

7. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Confirmation Order, the Plan (including, for the avoidance of doubt, the Restructuring Transactions Memorandum), or any agreement, instrument, or other document incorporated in, or entered into in connection with or pursuant to, the Plan or Plan Supplement, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

8. Cancellation of Existing Securities and Agreements

On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, credit agreements, indentures, and other documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full, cancelled, discharged, and of no force or effect. Holders of or parties to such cancelled

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instruments, Securities, and other documentation will have no rights arising from or relating to such instruments, Securities, and other documentation, or the cancellation thereof, except the rights provided for pursuant to this Plan. Notwithstanding anything to the contrary herein, but subject to any applicable provisions of Article VI of the Plan to the extent cancelled pursuant to that paragraph, the DIP Credit Agreement, 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture shall continue in effect solely to the extent necessary to: (1) permit holders of Claims under the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture to receive their respective Plan Distributions, if any; (2) permit the Reorganized Debtors and the Disbursing Agent, as applicable, to make Plan Distributions on account of the Allowed Claims under the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture, as applicable; (3) permit each of the DIP Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent and the Senior Notes Trustee to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of the Plan; and (4) permit each of the DIP Agent, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, Superpriority Term Loan Agent, and the Senior Notes Trustee to appear and be heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court, including to enforce any obligation owed to the DIP Agent, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent, and the Senior Notes Trustee, or holders of Claims under the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture. Except as provided in the Plan (including Article VI of the Plan), on the Effective Date, the DIP Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent and the Senior Notes Trustee, and their respective agents, successors, and assigns, shall be automatically and fully discharged of all of their duties and obligations associated with the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture, as applicable. To the extent cancelled in accordance with this paragraph, the commitments and obligations (if any) of the holders of the Senior Notes and the lenders under the DIP Credit Agreement, the Credit Agreement, and the 2021 LC Agreement to extend any further or future credit or financial accommodations to any of the Debtors, any of their respective subsidiaries or any of their respective successors or assigns under the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture, as applicable, shall fully terminate and be of no further force or effect on the Effective Date.

9. Corporate Action

Upon the Effective Date, all actions contemplated under the Plan shall be deemed authorized and approved in all respects, including: (1) adoption or assumption, as applicable, of the Compensation and Benefit Programs; (2) selection of the directors and officers for the Reorganized Debtors; (3) the issuance and distribution of the New Common Stock; (4) implementation of the Restructuring Transactions, including the Rights Offering; (5) issuance and distribution of the New Warrants; (6) entry into the New Warrants Agreements and the Exit Facility Documents, as applicable; (7) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date); (8) adoption of the New Organizational Documents; (9) the rejection, assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; and (10) all other acts or actions contemplated or reasonably necessary or appropriate to promptly consummate the Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate, partnership, limited liability company, or other governance action required by the Debtors or the Reorganized Debtor, as applicable, in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Security holders, members, directors, or officers of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents, Securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors, including the New Common Stock, the New Organizational Documents, the Exit Facility Documents, the New Warrants, the New Warrants Agreements (as applicable), and any and all other agreements, documents, Securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by Article IV.I shall be effective notwithstanding any requirements under non-bankruptcy law.

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10. New Organizational Documents.

On or immediately prior to the Effective Date, the New Organizational Documents shall be automatically adopted by the applicable Reorganized Debtors. To the extent required under the Plan or applicable non-bankruptcy law, each of the Reorganized Debtors will file its New Organizational Documents with the applicable Secretaries of State and/or other applicable authorities in its respective state or country of organization if and to the extent required in accordance with the applicable laws of the respective state or country of organization. The New Organizational Documents will (a) prohibit the issuance of non-voting equity Securities, to the extent required under section 1123(a)(6) of the Bankruptcy Code and (b) provide for customary minority shareholder protections and information and reporting requirements reasonably acceptable to the Debtors and the Required Consenting Lenders.

After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents in accordance with the terms thereof, and the Reorganized Debtors may file such amended certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other constituent documents as permitted by the laws of the respective states, provinces, or countries of incorporation and the New Organizational Documents.

11. Directors and Officers of the Reorganized Debtors.

As of the Effective Date, the term of the current members of the board of directors of McDermott shall expire, and all of the directors for the initial term of the New Board shall be appointed. The New Board will initially consist of [•] directors as set forth in the Plan Supplement, including: (i) the Chief Executive Officer of Reorganized McDermott, (ii) [•] directors selected by the Required Consenting Term Lenders as set forth in the Plan Supplement, and (iii) [•] directors selected by the Required Consenting Revolving Lenders and the Required Consenting LC Lenders as set forth in the Plan Supplement. In subsequent terms, the directors shall be selected in accordance with the New Organizational Documents of the Reorganized Debtors. To the extent known, the identity of the members of the New Board will be disclosed in the Plan Supplement or prior to the Confirmation Hearing, consistent with section 1129(a)(5) of the Bankruptcy Code. Each director and officer of the Reorganized Debtors shall serve from and after the Effective Date pursuant to the terms of the applicable New Organizational Documents and other constituent documents.

12. Effectuating Documents; Further Transactions.

On and after the Effective Date, the Reorganized Debtors, and their respective officers, directors, members, or managers (as applicable), are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, Exit Facilities entered into, and the Securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization, or consents except for those expressly required pursuant to the Plan.

13. Management Incentive Plan

Effective on the Plan Effective Date, the Reorganized Debtors will reserve 7.5% of New Common Stock (on a fully diluted and fully distributed basis) which may be granted in the form of options, restricted stock, restricted stock units, warrants, stock appreciations rights or any combination thereof (each an “Award” and such reserve, the “MIP Pool”) for grant to management employees and members of the New Board and enter into severance and change in control arrangements (“Severance Arrangements”) with senior executives of the Debtors that are insiders pursuant to Section 16 of the Securities Exchange Act of 1934 (“Senior Executives”) in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders. The New Board shall grant no less than 53.33% of the MIP Pool to the employees of the Debtors no later than 60 days following the Plan Effective Date (the “Emergence Awards”) with the terms of the Emergence Awards to be determined as set forth below and the remainder of the MIP Pool will be available for future grants to management employees and members of the New Board with allocations, terms and conditions to be determined by the New Board. From the Petition Date through entry of the Confirmation Order, the Debtors, the Required Consenting Lenders and any consultants or advisors engaged by the Required Consenting Lenders will use commercially reasonable efforts to agree on an allocation schedule and the terms, conditions, vesting and composition (including, for the avoidance of doubt, which may be in any form of Award) of the Emergence Awards (together, the “MIP Proposal”), and during this period the Debtors will use commercially reasonable efforts to facilitate meetings between the Required Consenting Lenders and the Debtors’ key management personnel. As soon as reasonably practicable following the Plan Effective Date but no later than 60 days following the Plan Effective Date, the New Board shall consider the MIP Proposal for approval and New Board shall determine the final terms and conditions of the actual grants. A Senior Executive will be permitted to voluntarily terminate for “Good Reason” and receive the severance benefits under the Severance Arrangements if the Senior Executive does not receive an Emergence Award.

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14. Employee and Retiree Benefits.

Unless otherwise provided herein, and subject to Article V of the Plan, all employee wages, compensation, and benefit programs in place as of the Effective Date with the Debtors shall be assumed by the Reorganized Debtors and shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor such agreements, arrangements, programs, and plans. Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. On the Effective Date, subject to the consent of the Required Consenting Lenders, the Debtors shall (a) assume all change of control agreements entered into with current employees, provided that the Restructuring Transactions shall not trigger any change of control or similar trigger under such agreements, or (b) enter into new agreements with such employees on terms and conditions acceptable to the Reorganized Debtors and the Required Consenting Lenders.

15. Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, each Reorganized Debtor, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and the Reorganized Debtors as of the Effective Date.

The Reorganized Debtors may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity (other than the Released Parties) may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action of the Debtors against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless otherwise agreed upon in writing by the parties to the applicable Cause of Action, all objections to the Schedule of Retained Causes of Action must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date. Any such objection that is not timely filed shall be disallowed and forever barred, estopped, and enjoined from assertion against any Reorganized Debtor, without the need for any objection or responsive pleading by the Reorganized Debtors or any other party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. The Reorganized Debtors may settle any such objection without any further notice to or action, order, or approval of the Bankruptcy Court. If there is any dispute regarding the inclusion of any Cause of Action on the Schedule of Retained Causes of Action that remains unresolved by the Debtors or Reorganized Debtors, as applicable, and the objection party for thirty (30) days, such objection shall be resolved by the Bankruptcy Court. Unless any Causes of Action of the Debtors against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

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The Reorganized Debtors reserve and shall retain such Causes of Action of the Debtors notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. The applicable Reorganized Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

16. Releases

The Plan contains certain releases (as described more fully in Article III.P of this Disclosure Statement, entitled “Will there be releases and exculpation granted to parties in interest as part of the Plan?,” which begins on page 15, including mutual releases among each of the following, solely in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Company Party; (d) each DIP Lender and each DIP Letter of Credit Issuer; (e) each Agent; (f) the Senior Notes Trustee; (g) each Consenting Stakeholder; (h) each Hedge Bank; (i) each Cash Management Bank; (j) each lender under the Superpriority Credit Agreement, Credit Agreement, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement; (k) each holder of an Obligation (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (l) each holder of an Obligation (as defined in the Credit Agreement) under the Credit Agreement; (m) each Issuer (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (n) each Issuer (as defined in the Credit Agreement) under the Credit Agreement; (o) the Term Loan Ad Hoc Group, the Liquidity Lender Steering Committee, and the Senior Notes Ad Hoc Group; (p) each current and former Affiliate of each Entity in clause (a) through (o); and (q) each Related Party of each Entity in clause (a) through (o); provided that any holder of a Claim or Interest that opts out of the releases shall not be a “Released Party.”

V. THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW

A. McDermott’s Corporate History

McDermott International, Inc. traces its roots to 1923, and was born out of a contract to build 50 wooden rigs to drill for oil in Texas. The company expanded rapidly during the oil boom and over the next decade. After forming joint ventures and making acquisitions that enabled it to pioneer the construction and installation of platforms and pipelines, McDermott began to explore the world of offshore drilling in the Gulf of Mexico, and was the first to create a Gulf of Mexico pipeline. Further expansion, acquisition, projects, and opportunistic investments pushed McDermott into the international sphere, and McDermott was formally incorporated under the laws of the Republic of Panama in 1959.

CB&I has played an integral role in the energy infrastructure advancements of the 20th and 21st centuries. It was founded in 1889 in Chicago, Illinois by Horace E. Horton, and its shares were first listed on the New York Stock Exchange in 1977. Chicago Bridge & Iron Company N.V. went public on March 27, 1997. Although CB&I began as the structural and bridge business that inspired its name, it quickly developed a historical association with the oil & gas industry, beginning in 1919, when CB&I built its first oil storage tanks for Sinclair Refining Company in Glenrock, Wyoming.

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Since 2000, CB&I embarked on a number of strategic acquisitions that dramatically expanded its capabilities and services, beginning with its acquisition of Howe-Baker International, L.L.C., a technology company based in Tyler, Texas specializing in the construction of hydrocarbon processing plants for customers in the refining, petrochemical, and natural gas industries, as well as approximately eight additional major businesses to expand their capabilities and market share, including the Lummus Global business and the Shaw Group.

Recognizing the opportunities presented by acquiring CB&I’s diverse business and the potential to strengthen its own platform, on December 18, 2018, McDermott entered into an agreement to combine with CB&I. The Combination between these two companies was completed on May 10, 2018, and McDermott and CB&I closed the acquisition for a gross purchase price of approximately $4.6 billion, $2.87 million of which was cash consideration. In this transaction, McDermott is considered the acquirer for accounting purposes, and a group of McDermott’s directors, President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer continued in those roles. As part of the Combination, McDermott acquired the equity of certain U.S. and non-U.S. CB&I subsidiaries that owned CB&I’s technology business, as well as certain intellectual property rights, which now constitutes McDermott’s Technology Segment.

B. The Debtors’ Key Assets and Operations

1. EPCI Services

As a result of the Combination, McDermott became a single vertically integrated company with onshore and offshore service capabilities. Today, McDermott has a firmly established global presence as one of the world’s premier EPCI companies, and provides service and products in a number of fields, including:

• Upstream Oil & Gas: McDermott offers services including delivery of fixed, floating, and subsea production facilities, and pipelines and storage systems, from concept to commissioning. McDermott specializes in oil & gas production systems, subsea production systems, onshore oil & gas field production, onshore and offshore pipelines, and natural gas processing.

• Industrial Storage and Tanks: McDermott is the largest storage tank construction company in the world. Through CB&I Storage Tank Solutions, McDermott offers services for pressure, refrigerated and atmospheric storage, import and export storage terminals, water and wastewater projects, including water and wastewater egg shaped digesters, low temperature and cryogenic storage systems, atmospheric storage tanks and terminals, elevated water storage tanks, and thermal energy storage tanks.

• Refining and Petrochemicals: McDermott designs and builds downstream oil & gas processing facilities for some of the most recognizable brands in the energy industry. McDermott is one of the few contractors in the world that can perform the entire scope of services required through all phases of the project life cycle, and has been responsible for building refinery process units, petrochemical facilities, hydrogen and synthesis gas plants, and sulfur processing plants.

• Power: McDermott provides a range of power generation services to accommodate various fuel types and various output and operating characteristics. Some of these include gas turbine power plants, solid fuel plants, air quality control systems, and NET Power, which is a new natural gas power cycle that produces zero atmospheric emissions, including carbon dioxide.

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• Liquefied Natural Gas: McDermott has served the LNG industry for over 50 years. McDermott has designed and built nearly every type of LNG project, and is one of the few contractors that can successfully perform the entire scope of work necessary in these complex projects. McDermott’s LNG specialties include liquefaction plants, regasification terminals, peak shaving facilities, storage tanks, and other industry-specific offerings.

2. Operating Group Overview

McDermott’s business today is organized into five operating groups, which represent its reportable segments (each a “Segment”). These groups consist of North, Central and South America (“NCSA”); Europe, Africa, Russia and Caspian (“EARC”); the Middle East and North Africa (“MENA”); Asia Pacific (“APAC”); and Technology. McDermott has a presence across 54 countries and six continents and has over 42,000 employees and independent contractors, each of whom perform a variety of roles, including various corporate functions and bespoke, project-specific services. The skills and knowledge of McDermott’s employee base are essential to preserving operational stability, safety, and efficiency, which will be necessary to maximize value over the course of these chapter 11 cases.

• NCSA: McDermott’s NCSA Segment designs, engineers, and constructs upstream offshore oil & gas facilities, downstream oil & gas facilities, gas-fired power plants, LNG import and export terminals, atmospheric and refrigerated storage vessels, and terminals and water storage and treatment facilities, and performs pipe and module fabrication. In the second quarter of 2019, McDermott sold Alloy Piping Products LLC, the distribution and manufacturing arm of its pipe fabrication business, which was previously included in its NCSA Segment. McDermott anticipates that the majority of NCSA’s future opportunities are likely to be in the U.S. LNG and petrochemical markets.

• EARC: McDermott’s EARC Segment designs, engineers, and constructs upstream offshore oil & gas facilities, downstream oil & gas facilities, LNG import and export terminals, and atmospheric and refrigerated storage vessels and terminals. McDermott anticipates that the majority of future opportunities for its EARC Segment are likely to be in the downstream oil & gas markets in Russia and upstream and LNG projects in Africa.

• MENA: McDermott’s MENA Segment designs, engineers, and constructs upstream offshore oil & gas facilities and pipelines, downstream oil & gas facilities, hydrocarbon processing facilities, atmospheric and refrigerated storage vessels and terminals, and performs pipe fabrication and manufacturing. McDermott anticipates the majority of future opportunities for its MENA Segment are likely to be in the Middle East offshore market.

• APAC: McDermott’s APAC Segment designs, engineers, and constructs upstream offshore oil & gas facilities and pipelines, refining and petrochemical facilities, hydrocarbon processing facilities, LNG import and export terminals, and atmospheric and refrigerated storage vessels and terminals. The majority of future opportunities for its APAC Segment are likely to be in the India and Australia markets.

• Technology: McDermott’s Technology Segment is a leading technology licensor of proprietary gas processing, refining, petrochemical, and coal gasification technologies, as well as a supplier of proprietary catalysts, equipment, and related engineering services. These technologies are critical in the refining of crude oil into gasoline, diesel, jet fuel, and lubes, the manufacturing of petrochemicals and polymers, as well as the gasification of coal into syngas. The Technology segment also owns a 50 percent unconsolidated joint venture interest in Chevron Lummus Global, L.L.C. with a unit of Chevron Corporation that licenses proprietary process technology and provides associated engineering services and catalysts, primarily for the refining industry. As previously discussed, McDermott views the primary future opportunity for its Technology Segment is the Technology Sale.

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3. The Debtors’ Projects

McDermott’s business is centered on winning bids to engage on major construction projects in a highly competitive field. As a result, McDermott’s success is directly linked to the strengths of its relationships as well as its reputation in the marketplace. McDermott derives a significant amount of its revenues and profits from a relatively small number of customers in a given year.    McDermott’s significant customers include major integrated and national oil and gas exploration and development companies. In McDermott’s industry, there is a high premium on trust, not only between the company and its ultimate customers, but also with its employees, vendors, suppliers, and other parties who work alongside McDermott at the respective project sites.

C. The Debtor’s Prepetition Capital Structure

As of the date of this Disclosure Statement, the Debtors have approximately $9.283 billion in aggregate outstanding principal amount of funded and unfunded debt obligations, as well as outstanding preferred equity with a stated aggregate liquidation preference of approximately $330 million.

Funded and Unfunded Debt	Maturity		Principal Amount (in USD millions)
Superpriority Credit Agreement
Term Facility		October 2021	$	800
Letter of Credit Facility		October 2021	$	200
Credit Agreement
Revolving Credit Facility (Funded)		May 2023	$	801
Revolving Credit Facility (LCs)		May 2023	$	194
Term Facility		May 2025	$	2,220
Term Facility Collateralized LCs		May 2025	$	305
2023 LC Facility		May 2023	$	1,257
2021 LC Facility		December 2021	$	228
Lloyds LC Facility		December 2021	$	102
Other Financings / Leases		Various	$	105
10.625% Senior Notes		May 2024	$	1,300
Bilateral LC Agreements		Various	$	1,154
Surety Bond Obligations		Various	$	585
Total Obligations			$	9,251

1. Superpriority Credit Agreement

On October 21, 2019, McDermott, as a guarantor, entered into the Superpriority Credit Agreement with McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., and McDermott Technology, B.V., as co-borrowers, a syndicate of lenders and LC issuers, Barclays Bank PLC, as administrative agent for the New Term Facility (as defined herein), and Crédit Agricole Corporate and Investment Bank, as administrative agent for the New LC Facility (as defined herein). The Superpriority Credit Agreement is guaranteed by McDermott and certain of its subsidiaries (collectively,

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the “Superpriority Guarantors”), and is secured on a first-priority basis by substantially all of the Superpriority Guarantors’ assets. The New Term Facility and the New LC Facility are contractually senior to the Credit Agreement and the Letter of Credit Agreement. The Superpriority Credit Agreement provides for borrowings and LCs in an aggregate principal amount of $1.7 billion, consisting of a $1.3 billion term loan facility (the “New Term Facility”) and a $400 million LC facility (the “New LC Facility”).

Upon the closing of the Superpriority Credit Agreement, McDermott was provided access to $650 million of capital, comprised of $550 million under the New Term Facility (before reduction for related fees and expenses), and $100 million under the New LC Facility. Subject to satisfaction of certain conditions specified in the Superpriority Credit Agreement, subsequent tranches of capital would be made available to McDermott, including: (a) a second tranche of $350 million of capital (comprised of $250 million under the New Term Facility and $100 million under the New LC Facility) between November 30, 2019 and December 31, 2019; (b) a third tranche of $150 million under the New Term Facility between December 30, 2019 and March 31, 2020; and (c) a fourth tranche of $550 million of capital (comprised of $350 million under the New Term Facility and $200 million under the New LC Facility) between January 31, 2020 and March 31, 2020. The New Term Facility and the New LC Facility are scheduled to mature on October 21, 2021. As of the Petition Date, the superpriority lenders had funded the first two tranches under the Superpriority Credit Agreement. As such, there is approximately $800 million in the aggregate principal amount in borrowings outstanding under the New Term Facility and $200 million of letters of credit currently issued under the New LC Facility.

2. Credit Agreement

On May 10, 2018, McDermott, as a guarantor, entered into a Credit Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) with McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., and McDermott Technology, B.V., each a wholly owned subsidiary of McDermott, as co-borrowers, a syndicate of lenders and LC issuers, Barclays Bank PLC, as administrative agent for a term facility under the Credit Agreement, and Crédit Agricole Corporate and Investment Bank, as administrative agent for the other facilities under the Credit Agreement. The Credit Agreement is guaranteed by McDermott and certain of its subsidiaries (collectively, the “First Lien Guarantors”) and is secured on a first-priority basis by substantially all of the First Lien Guarantors’ assets, subject to liens securing the New Term Facility or New LC Facility.

On October 21, 2019, McDermott entered into Consent and Amendment No. 1 to the Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment, among other things, amended McDermott’s leverage ratio, fixed charge coverage ratio, and minimum liquidity covenant for each fiscal quarter through December 31, 2021. The Credit Agreement Amendment also modified certain affirmative covenants, negative covenants, and events of default to, among other things, make changes to allow for the incurrence of indebtedness and pledge of assets under the Superpriority Credit Agreement and eliminate McDermott’s reinvestment rights with respect to proceeds from asset sales. The Credit Agreement Amendment also modified the participation fees McDermott is charged for letters of credit. On December 1, 2019, McDermott entered into an additional consent and waiver agreement with the holders of the Redeemable Preferred Stock (as defined herein) in connection with the funding of Tranche B under the Superpriority Credit Agreement. On December 1, 2019, McDermott entered into a second amendment under the Credit Agreement to amend the events of default to provide that, among other things, for so long as the Forbearance Agreement is in effect, the failure to make the Interest Payment will not constitute an event of default. On January 9, 2020, McDermott entered into a third amendment under the Credit Agreement to clarify certain conditions precedent to the Tranche B funding and amend the events of default to extend the period in which effectiveness of the Forbearance Agreement would prevent an event of default to January 21, 2020.

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The Credit Agreement provides for a $2.22 billion senior secured term loan facility (the “Term Facility”), a $1 billion senior secured revolving credit facility (the “Revolving Credit Facility”), and a $1.44 billion senior secured letter of credit facility (the “2023 LC Facility”). Both the Term Facility and the Revolving Credit Facility provide for the issuance of cash-collateralized letters of credit, while the 2023 LC Facility does not require cash collateral. Outstanding amounts are summarized as follows:

• Term Facility: The Term Facility is scheduled to mature on May 10, 2025. As of the Petition Date, there is approximately $2.22 billion in the aggregate principal amount of borrowings outstanding and $305 million of cash collateralized letters of credit currently issued under the Term Facility.

• Revolving Credit Facility: The Revolving Credit Facility is scheduled to mature on May 10, 2023. As of the Petition Date, there is approximately $801 million in the aggregate principal amount of borrowings outstanding and $194 million in cash collateralized letters of credit currently issued under the Revolving Credit Facility.

• 2023 LC Facility: The 2023 LC Facility is scheduled to mature on May 10, 2023. As of the Petition Date, there is approximately $1.257 billion in the aggregate principal amount of LCs currently issued under the 2023 LC Facility.

3. Lloyds Facility Agreement

On May 10, 2018, CB&I Company, as a guarantor, entered into a standby letters of credit agreement (as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, the “Lloyds Facility Agreement”) with Comet II B.V. and CB&I, LLC, as co-applicants, Chicago Bridge & Iron Company (Delaware), Chicago Bridge and Iron Company, B.V., CBI Services, LLC, CB&I UK Limited, CBI Constructors PTY LTD, CB&I Group Inc., and Woodlands International Insurance Limited, as additional parties (collectively, the “Lloyds Facility Applicants”), and Lloyds Bank plc, as bank (in such capacity, the “Lloyds Facility Secured Party”). The Lloyds Facility Agreement provides financial accommodations to, and maintained letters of credit (the “Lloyds Facility Letters of Credit”) for the account of the Lloyds Facility Applicants. The Lloyds Facility Letters of Credit are guaranteed on a joint and several basis by each of the Lloyd Facility Applicants and the Prepetition Credit Facility Guarantors and is secured on a first-priority basis by substantially all of the Prepetition Credit Facility Guarantors’ assets, subject to the Prepetition Superpriority Liens except for the prepetition Lloyds Cash Collateralized LC Liens. The guarantees and liens securing the Lloyds Facility Letters of Credit rank equal in priority with the liens securing obligations under the Prepetition Credit Agreement. The Lloyds Facility Letters of Credit is scheduled to expire in June 2021. As of the Petition Date, there is approximately $102 million in the aggregate principal amount of letters of credit currently issued under the Lloyds Facility Letters of Credit.

4. Letter of Credit Agreement

On October 30, 2018, McDermott, as a guarantor, entered into a Letter of Credit Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Letter of Credit Agreement”) with McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., and McDermott Technology, B.V., each a wholly owned subsidiary of McDermott, as co-applicants, and Barclays Bank PLC, as administrative agent. The Letter of Credit Agreement provides for a facility for extensions of credit in the form of performance LCs in the aggregate face amount of up to $230 million (the “2021 LC Facility”). The 2021 LC Facility is guaranteed by the First Lien Guarantors and is secured on a first-priority basis by substantially all of the First Lien Guarantors’ assets. The guarantees and liens securing the 2021 LC Facility rank equal in priority with the liens securing obligations under the Credit Agreement. The 2021 LC Facility is scheduled to expire in December 2021. As of the Petition Date, there is approximately $228 million in the aggregate principal amount of LCs currently issued under the 2021 LC Facility.

On October 21, 2019, McDermott entered into Consent and Amendment No. 1 to the Letter of Credit Agreement (the “LC Agreement Amendment”). The LC Agreement Amendment amended, among other things, the compliance levels for McDermott’s leverage ratio and fixed charge coverage ratio for each fiscal quarter through December 31, 2021. The LC Agreement Amendment also modified the event of default provisions and covenant provisions in the same manner as provided in the Credit Agreement Amendment, as well as the participation fee McDermott is charged for newly issued LCs or with respect to any increase in the amount of any existing LC to 5 percent. On December 1, 2019, McDermott entered into a second amendment under the Letter of Credit Agreement to amend the events of default to provide that, among other things, for so long as the Forbearance Agreement is in effect, the failure to make the Interest Payment will not constitute an event of default. On January 9, 2020, McDermott entered into a third amendment under the Letter of Credit Agreement to clarify certain conditions precedent to the Tranche B funding and amend the events of default to extend the period in which effectiveness of the Forbearance Agreement would prevent an event of default to January 21, 2020.

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5. Senior Notes

On April 18, 2018, McDermott issued $1.3 billion in aggregate principal of 10.625% senior unsecured notes due 2024 (the “Senior Notes”), pursuant to an indenture by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., the Company, the other guarantors party thereto, and UMB Bank, N.A. (as successor to Wells Fargo Bank, National Association) as trustee (as amended, restated, supplemented or otherwise modified from time to time, the “Senior Notes Indenture”). The obligations under the Senior Notes are guaranteed by the First Lien Guarantors, but are unsecured. Interest on the Senior Notes is payable semi-annually in arrears on each of May 1 and November 1. On December 1, 2019, McDermott entered into the Forbearance Agreement. The Senior Notes are scheduled to mature on May 1, 2024. As of the Petition Date, there is approximately $1.3 billion in principal amount outstanding under the Senior Notes.

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6. Bilateral Letter of Credit Facilities and Surety Obligations

McDermott is party to a number of short-term uncommitted, unsecured bilateral credit facilities (the “Bilateral LC Agreements”) and surety bond arrangements (the “Surety Bond Obligations”) across several geographic regions. The amounts outstanding, security (if any), and maturities under the Bilateral LC Agreements and the Surety Bond Obligations vary from facility to facility. As of the Petition Date, the Debtors estimate that the total aggregate amount of letters of credit currently issued under the Bilateral LC Agreements is approximately $1.154 billion and the total aggregate amount of Surety Bond Obligations outstanding is approximately $585 million.

7. North Ocean 105 Financing

On September 30, 2010, McDermott, as guarantor, and North Ocean 105 AS (“NO 105 AS”), a subsidiary of McDermott, as borrower, entered into a facility agreement (as amended, restated, supplemented or otherwise modified from time to time, the “NO 105 Facility,” and together with each lender participant or other holder of a claim in respect of the NO 105 Facility, the “NO 105 Lenders”), to pay a portion of the construction costs of the M.V. Lay Vessel North Ocean 105, a deepwater reeled pipelay installation vessel (the “NO 105”). Borrowings under the NO 105 Facility are secured by, among other things, a pledge of all of the equity of NO 105 AS, a mortgage on the NO 105 and a lien on substantially all of the other assets of NO 105 AS (the “NO 105 Collateral”). The NO 105 Facility is scheduled to mature on October 2020.

As of the Petition Date, the aggregate principal amount outstanding under the NO 105 Facility is approximately $8 million. The Debtors believe the borrowings under the NO 105 Facility are substantially oversecured by the NO 105 Collateral and, accordingly, are seeking authorization in the DIP Orders to make adequate protection payments consisting of principal, interest, and fees during the pendency of the case as and when they become due, in accordance with the terms of the NO 105 Facility.

8. Preferred Equity

On November 29, 2018, McDermott completed a private placement of (i) 300,000 shares of 12% Redeemable Preferred Stock, par value $1.00 per share (the “Redeemable Preferred Stock”), and (ii) Series A warrants to purchase approximately 6.8 million shares of McDermott common stock, with an initial exercise price per share of $0.01, for aggregate proceeds of $289.5 million, before payment of approximately $18 million of directly related issuance costs.

The Redeemable Preferred Stock has no stated maturity and will remain outstanding indefinitely unless repurchased or redeemed by McDermott, who may redeem the Redeemable Preferred Stock at any time for an amount per share of Redeemable Preferred Stock equal to the Liquidation Preference of each such share plus all accrued dividends on such shares (such amount per share, the “Redemption Consideration”). At any time after October 30, 2026, each holder may elect to have McDermott fully redeem such holder’s then outstanding Redeemable Preferred Stock in cash, to the extent McDermott has funds legally available for payment of dividends, at a redemption price per share equal to the Redemption Consideration for each share.

On December 2, 2019, pursuant to the Superpriority Credit Agreement, McDermott issued to certain of the Superpriority Lenders 560,083 shares of Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

9. Common Equity

MDR’s certificate of incorporation authorizes one class of common stock: Class A common stock. As of the date of this Disclosure Statement, MDR has 193,081,224 shares of Class A common stock outstanding. The Debtors have not declared nor paid any cash dividends to Class A common stock holders since the second quarter of 2000. In addition, the Credit Agreement and the Senior Notes Indenture subjected the Debtors’ ability to pay cash dividends on the Class A common stock to compliance with financial tests and/or basket amounts as set forth under these agreements. Beginning in 1982, the Class A common stock was listed under the symbol “MDR” on the New York Stock Exchange.

VI. EVENTS LEADING TO THE CHAPTER 11 FILINGS

A. Troubled Projects and Liquidity Trough

In May 2018, McDermott acquired CB&I, a downstream provider of onshore petrochemical, refining, power, gasification, and gas processing technology, through the Combination. As a result of the Combination, McDermott became a fully integrated, onshore-offshore company that, today, provides EPCI and technology to offshore, subsea, power, LNG, and downstream energy projects around the world. The new, combined company more than doubled its project backlog, revenues, and new orders, and its expanded capabilities have the potential to deliver long-term value for McDermott’s shareholders.

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Unfortunately, after the Combination certain of the legacy CB&I projects required unanticipated levels of cash support to cover losses. Two of those projects in particular, the Cameron LNG export facility project in Hackberry, Louisiana, and the Freeport LNG export facility project in Freeport, Texas have used substantial amounts of cash in the past year, straining McDermott’s liquidity and capital resources. At the same time the Debtors were working to address these loss projects, the Debtors were winning new projects at a high rate—as reflected in McDermott’s record project backlog, which now exceeds $19 billion. With this success, though, came increased near term financial obligations. Each of these projects will require new letters of credit to support the Debtors’ performance obligations under the applicable project contracts and major front-end investment in engineering and fabrication, among other things. Furthermore, many of McDermott’s projects have substantial working capital requirements as significant cash flows are often only realized towards the end of the project lifecycle. This only exacerbated the Debtors’ already tight liquidity position.

B. Significant Loss Projects and Liquidity Constraints

McDermott’s legacy business, providing technology, engineering and construction, and fabrication services for some of the most complex energy projects in the world, comes with a degree of financial risk that is typically assessed at the outset, and throughout the lifecycle of, a project. Post-Combination, certain legacy projects resulted in significant cost over-runs. The impact of these cost over-runs was then exacerbated by an incrementally slowing pace of new contract awards, an effect felt across the industry, and the fact that returns on these projects will not be realized until project completion.

McDermott’s significant ongoing loss projects are summarized as follows

• Cameron LNG: As of September 30, 2019, McDermott’s U.S. LNG export facility project in Hackberry, Louisiana for Cameron LNG (being performed by its NCSA Segment) was approximately 93 percent complete, and had an accrued provision for estimated losses of approximately $70 million. During the nine months ended September 30, 2019, McDermott recognized approximately $170 million of changes in cost estimates on this project, primarily resulting from poor labor productivity and increases in construction and subcontractor costs. The impact of this charge was partially offset by recognition during the three and nine months ended September 30, 2019, of $90 million and $200 million, respectively, of incentives related to the projected achievement of progress milestones.

• Freeport LNG: As of September 30, 2019, Trains 1 & 2 of McDermott’s U.S. LNG export facility project in Freeport, Texas for Freeport LNG (being performed by its NCSA Segment) were approximately 99 percent complete, and had accrued estimated losses of approximately $8 million. During the three and nine months ended September 30, 2019, the project was negatively impacted by $42 million and $96 million, respectively, due to changes in cost estimates resulting from increases in construction and subcontractor costs. During nine months of 2019, McDermott also recognized approximately $5 million of incentive revenues on this project.

• Asheville Power Plant Project: As of September 30, 2019, McDermott’s power project located in Arden, North Carolina (being performed by its NCSA Segment) was approximately 95 percent complete, and had an accrued provision for estimated losses of approximately $4 million. During the three and nine months ended September 30, 2019, the project was negatively impacted by charges of $60 million and $88 million, respectively, primarily due to changes in cost estimates, that were partially offset by a settlement of a claim.

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• Line 1 and Line 10: As of September 30, 2019, McDermott’s subsea pipeline flowline installation project in support of the Ayatsil field offshore Mexico (being performed by its NCSA Segment) was approximately 95 percent complete, and had accrued estimated losses of approximately $2 million. During the three and nine months ended September 30, 2019, the project was negatively impacted by $3 million and $31 million, respectively, primarily due to changes in cost estimates associated with unexpected schedule extensions, resulting in additional vessel and labor costs.

Ultimately, the Debtors believe these loss projects to be contained occurrences unlikely to be replicated in future projects, including the projects that comprise the Debtors’ existing project backlog. Nonetheless, to address the loss projects and certain projects in the existing backlog, as part of developing the Business Plan, McDermott engaged customers for support and assistance, and several of McDermott’s larger customers have proactively developed creative solutions to address project-specific vendor, credit support, and other cost saving issues. These customers, and others, have been supportive of McDermott’s requests and broader restructuring efforts, and certain customers have directly expressed the importance of McDermott to their supply chain, indicating that support and contract awards will resume if there is certainty regarding McDermott’s viability. While engaging in these discussions with customers regarding economic support and de-risking options are unprecedented within the industry, customers recognize the value McDermott provides with its demonstrated skills in EPCI and fabrication and construction of marine assets.

While the foregoing customer assistance is of substantial benefit to the Debtors’ enterprise, it is not a complete solution. The Debtors have a substantial number of new projects coming online in the near future. As discussed above, in addition to front-end capital investment, each of the Debtors’ projects projects will require new letters of credit to support the Debtors’ performance obligations under the applicable project contracts. As of the date hereof, the Debtors had reached the limit of their existing letter of credit capacity and, absent a substantial deleveraging, were unlikely to be able to secure access to new letters of credit on any terms, much less favorable terms. Moreover, as a result of the Debtors’ financial condition, their vendor base became increasingly stretched—as of the date of this Disclosure Statement, the Debtors has in excess of $1 billion in outstanding trade claims, a significant portion of which is substantially past due. Ultimately the Debtors determined that they needed a broader capital structure solution to facilitate the increased future credit support and normalize trade terms that will ultimately allow the Debtors to capitalize on their record backlog.

C. Retention of Advisors, Announcement of Technology Business Sale

Despite the Debtors’ efforts to mitigate the financial strain brought on by adverse market conditions through non-core asset divestitures and operational “rightsizing,” the Debtors’ liquidity position remained strained and was projected to be insufficient over the long-term to fund the capital-intensive nature of the their business and to service its highly leveraged capital structure. To facilitate a broader capital structure solution, in the second half of 2019, the Company engaged financial and legal advisors to explore strategic alternatives to enhance the Debtors’ liquidity, evaluate strategic merger and acquisition opportunities, and address their capital structure.

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In September 2019, McDermott identified monetization of its Technology Business as a core component of its broader strategic process. Monetization of the Debtors’ Technology business carried with it the potential to provide a holistic solution to McDermott’s capital structure issues by allowing for a deleveraging in the near-term and funding of go-forward operations.    

Accordingly, beginning in late September, 2019, the Debtors commenced a two-phase marketing process to ensure the Technology Business Sale would be on the highest and best terms available. During Phase I, the Debtors’ financial advisor, Evercore Group L.L.C. (“Evercore”), contacted 33 potential buyers, including 15 financial investors and 18 strategic investors. Of the potential buyers contacted, certain executed non-disclosure agreements and were given access to extensive diligence in a secure data room. The Debtors and their advisors were in frequent communication with the potential purchasers, responding to diligence requests and engaging with potential buyers on possible legal and regulatory issues associated with each bid. Ultimately, while initial indications were promising, the Debtors determined that the Technology Business Sale could not close quickly enough to fully address the Debtors’ immediate liquidity needs. Accordingly, McDermott and its advisors, facing an acute liquidity need and concerns regarding maintenance with certain financing covenants, concluded that an emergency injection of liquidity was necessary to bridge to a broader resolution that would facilitate a value-maximizing sale of the Technology business, as well as a broader balance sheet solution.

D. The Superpriority Financing, Stakeholder Discussions, Stalking Horse Bidder, and Restructuring Support Agreement.

After extensive negotiations with its senior secured lenders, on October 21, 2019, McDermott entered into the Superpriority Credit Agreement, which provides for an aggregate principal amount of $1.7 billion, consisting of a $1.3 billion term loan facility and a $400 million letter of credit facility, including immediate access to $550 million of term loan facility borrowings and $100 million of LC availability.

Immediately after the closing of the Superpriority Financing, in addition to continuing to progress the Technology business marketing and sale process, McDermott and its advisors began engaging with McDermott’s senior secured lenders regarding strategic alternatives.

While discussions with its senior secured lenders were progressing, McDermott and its advisors began engaging with holders of its Seniors Notes and, on November 1, 2019, McDermott elected to enter into the 30-day grace period with respect to the Interest Payment in order to continue collaborative discussions with its lenders and noteholders to find a long-term balance sheet solution. McDermott ultimately exited the grace period without making the Interest Payment, but entered into the Forbearance Agreement with approximately 35% of the holders of the Senior Notes on December 1, 2019.

Also on December 1, 2019, with the requisite consent of their senior secured lenders (and after the satisfaction of certain conditions precedent), McDermott accessed Tranche B of the Superpriority Credit Agreement, which provided McDermott with $250 million in additional term loan financing and $100 million in incremental letter of credit capacity. The Debtors utilized the amounts available under the Superpriority Financing to finance working capital and support the issuance of required performance guarantees on new projects. Additionally, the Tranche B funding allowed McDermott to continue collaborative discussions regarding a long-term balance sheet solution with key secured and unsecured stakeholder groups and continue the Technology business sale process.

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Obtaining capital under the Tranche B funding and forbearance relief in connection therewith provided McDermott with much needed, albeit temporary, runway to analyze alternatives to address its capital structure and secure a stalking horse bid for the Technology business. Ultimately, consummating a restructuring transaction out-of-court was not actionable because, among other things, it was unlikely that McDermott would receive the requisite levels of consent from key debt and equity constituencies and the sale of the Technology business was unlikely to close quickly enough to address near term liquidity needs. Accordingly, the Debtors focused on securing consensus around a broad, in-court deleveraging transaction and stalking horse bidder to backstop an in-court sale process of the Technology business.

To facilitate a potential stalking horse bid for the Technology business, the Debtors distributed a Phase II process letter to 7 potential purchasers and conducted further, in-depth diligence with the potential purchasers. Phase II ultimately culminated, on December 16, 2019, in 5 potential purchasers submitting refined bids, each of which indicated an interest in serving as a stalking horse bidder in a chapter 11 sale process. The Debtors’ management and advisors evaluated each bid and, after further diligence and negotiations, ultimately selected The Chatterjee Group and Rhone Capital to act as the Stalking Horse Bidder. In the days leading up to the Petition Date, the Debtors and The Chatterjee Group and Rhone Capital negotiated the terms of a Stalking Horse Purchase Agreement to serve as a minimum or floor bid on which the Debtors, their creditors, suppliers, vendors, and other bidders may rely.

Additionally, after months of nearly around-the-clock, hard-fought, arm’s-length negotiations, the Consenting Stakeholders and the Debtors arrived at the transactions embodied in the Restructuring Support Agreement, the key terms of which are described herein and reflected in the Plan. With the stalking horse bid and Restructuring Support Agreement in hand, instead of pursuing the third and fourth tranches of financing under the Superpriority Credit Agreement, in light of the substantial progress made on the Technology business marketing and sale process and discussions with key stakeholders, the Debtors, with broad support across their capital structure, ultimately determined that pursuing an in-court deleveraging transaction and sale of the Technology Business represents the value-maximizing path forward. On January 21, 2020, the Debtors launched solicitation of acceptances of the Plan by distributing this Disclosure Statement to holders of Claims entitled to vote to accept or reject the Plan. For the reasons set forth herein, the Debtors recommend that you vote to accept the Plan.

VII. MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES

A. First Day Relief

On the Petition Date, along with their voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Petitions”), the Debtors intend to file several motions (the “First Day Motions”) designed to facilitate the administration of the Chapter 11 Cases and minimize disruption to the Debtors’ operations, by, among other things, easing the strain on the Debtors’ relationships with employees, vendors, and customers following the commencement of the Chapter 11 Cases. The First Day Motions, and all orders for relief granted in the Chapter 11 Cases, can be viewed free of charge at https://cases.primeclerk.com/McDermott.

B. Proposed Case Timeline

As part of the Debtors’ Restructuring Support Agreement, the Debtors agreed to the following case milestones to ensure that the Debtors’ chapter 11 cases proceed in a structured and expeditious manner towards confirmation:

(a) on or before January 22, 2020, the Company Parties shall have filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court;

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(b) on the Petition Date, the Company Parties shall have filed with the Bankruptcy Court (i) a motion seeking entry of the Interim DIP Order and (ii) the Bidding Procedures Motion;

(c) no later than 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;

(d) no later than 35 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Bidding Procedures Order;

(e) no later than 30 calendar days after the Petition Date, the Company Parties shall have filed the Plan, the Disclosure Statement and the Disclosure Statement Motion;

(f) no later than 35 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order;

(g) no later than 45 calendar days after the Petition Date, the Bid Deadline (as defined in the Bidding Procedures Order) shall have expired;

(h) no later than 50 calendar days after the Petition Date, the Auction (as defined in the Bidding Procedures Order), if any, shall have occurred;

(i) no later than 80 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Sale Order;

(j) no later than 90 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order;

(k) no later than 150 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order;

(l) no later than 9 months after the Petition Date, the Plan shall have become effective; provided that such milestone shall be automatically extended for an additional 90 days solely to the extent regulatory approvals remain outstanding for the Technology Business Sale.

C. Lummus Technology Business Marketing and Sale Process

After the Petition Date, the Debtors intend to consummate an in-court marketing process of the Technology Business consistent with the foregoing case milestones and any bidding procedures approved by the Bankruptcy Court. In the absence of a higher or better bid, the Debtors intend to consummate the sale of the Technology business to the stalking bidder described in this Disclosure Statement. The motion seeking approval of the bidding procedures and sale of the Technology business and any orders approving the bidding procedures or sale of the Technology Business can be viewed free of charge at https://cases.primeclerk.com/McDermott.

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D. Disinterested Director Independent Investigation

In November 2019, to ensure a fair and thorough review of the Debtors’ strategic alternatives, the board of directors (the “Board”) of McDermott appointed Alan Carr and Heather Summerfield to the Board as disinterested directors (the “Independent Directors”). Each of the Independent Directors has experience in distressed situations serving on boards of managers, on boards of directors, or in management. At the Independent Directors’ direction, McDermott subsequently requested that Kirkland & Ellis LLP and AlixPartners assist the Independent Directors’ review of any matter in which a conflict may exist between the company or its stakeholders and the Board, including related to the Combination. As part of this mandate, the Independent Directors commenced an investigation (the “Independent Investigation”) into the Combination to determine whether the Debtors’ estates may have any claims related thereto. To date, while substantial work has been done, the Independent Directors and their advisors are continuing to evaluate potential claims, if any.

VIII. RISK FACTORS

Holders of Claims should read and consider carefully the risk factors set forth below before voting to accept or reject the Plan. Although there are many risk factors discussed below, these factors should not be regarded as constituting the only risks present in connection with the Debtors’ businesses or the Plan and its implementation.

A. Bankruptcy Law Considerations

The occurrence or non-occurrence of any or all of the following contingencies, and any others, could affect distributions available to holders of Allowed Claims under the Plan but will not necessarily affect the validity of the vote of the Impaired Classes to accept or reject the Plan or necessarily require a re-solicitation of the votes of holders of Claims in such Impaired Classes.

1. There Is a Risk of Termination of the Restructuring Support Agreement

To the extent that events giving rise to termination of the Restructuring Support Agreement occur, the Restructuring Support Agreement may terminate prior to the Confirmation or Consummation of the Plan, which could result in the loss of support for the Plan by important creditor constituencies and could result in the loss of use of cash collateral by the Debtors under certain circumstances. Any such loss of support could adversely affect the Debtors’ ability to confirm and consummate the Plan.

2. Parties in Interest May Object to the Plan’s Classification of Claims and Interests

Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an equity interest in a particular class only if such claim or equity interest is substantially similar to the other claims or equity interests in such class. The Debtors believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims or Interests, as applicable, in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

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3. The Conditions Precedent to the Effective Date of the Plan May Not Occur.

As more fully set forth in Article IX of the Plan, the Confirmation Date and the Effective Date of the Plan are subject to a number of conditions precedent. If such conditions precedent are not met or waived, the Confirmation Date or the Effective Date will not take place.

4. The Bankruptcy Court May Find the Solicitation of Acceptances Inadequate.

Usually, votes to accept or reject a plan of reorganization are solicited after the filing of a petition commencing a chapter 11 case. Nevertheless, a debtor may solicit votes prior to the commencement of a chapter 11 case in accordance with sections 1125(g) and 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b). Sections 1125(g) and 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b) require that:

• solicitation comply with applicable nonbankruptcy law;

• the plan of reorganization be transmitted to substantially all creditors and other interest holders entitled to vote; and

• the time prescribed for voting is not unreasonably short.

In addition, Bankruptcy Rule 3018(b) provides that a holder of a claim or interest who has accepted or rejected a plan before the commencement of the case under the Bankruptcy Code will not be deemed to have accepted or rejected the plan if the court finds after notice and a hearing that the plan was not transmitted in accordance with reasonable solicitation procedures. Section 1126(b) of the Bankruptcy Code provides that a holder of a claim or interest that has accepted or rejected a plan before the commencement of a case under the Bankruptcy Code is deemed to have accepted or rejected the plan if (i) the solicitation of such acceptance or rejection was in compliance with applicable nonbankruptcy law, rule or regulation governing the adequacy of disclosure in connection with such solicitation or (ii) there is no such law, rule, or regulation, and such acceptance or rejection was solicited after disclosure to such holder of adequate information (as defined by section 1125(a) of the Bankruptcy Code). While the Debtors believe that the requirements of sections 1125(g) and 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b) will be met, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

5. The Debtors May Fail to Satisfy Vote Requirements

If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of the Plan. In the event that sufficient votes are not received, the Debtors may seek to confirm an alternative chapter 11 plan or transaction. There can be no assurance that the terms of any such alternative chapter 11 plan or other transaction would be similar or as favorable to the holders of Interests and Allowed Claims as those proposed in the Plan and the Debtors do not believe that any such transaction exists or is likely to exist that would be more beneficial to the Estates than the Plan.

6. The Debtors May Not Be Able to Secure Confirmation of the Plan

Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a chapter 11 plan, and requires, among other things, a finding by the Bankruptcy Court that: (a) such plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting classes; (b) confirmation of such plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (c) the value of distributions to non-accepting holders of claims or equity interests within a particular class under such plan will not be less than the value of distributions such holders would receive if the debtors were liquidated under chapter 7 of the Bankruptcy Code.

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There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting holder of an Allowed Claim might challenge either the adequacy of this Disclosure Statement or whether the balloting procedures and voting results satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determines that this Disclosure Statement, the balloting procedures, and voting results are appropriate, the Bankruptcy Court could still decline to confirm the Plan if it finds that any of the statutory requirements for Confirmation are not met. If a chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether the Debtors will be able to reorganize their business and what, if anything, holders of Interests and Allowed Claims against them would ultimately receive.

The Debtors, subject to the terms and conditions of the Plan and the Restructuring Support Agreement (including the requirement that the Plan be in form and substance acceptable to the Required Consenting Stakeholders), reserve the right to modify the terms and conditions of the Plan as necessary for Confirmation. Any such modifications could result in less favorable treatment of any non-accepting class of Claims or Interests, as well as any class junior to such non-accepting class, than the treatment currently provided in the Plan. Such a less favorable treatment could include a distribution of property with a lesser value than currently provided in the Plan or no distribution whatsoever under the Plan.

7. Nonconsensual Confirmation

In the event that any impaired class of claims or interests does not accept a chapter 11 plan, a bankruptcy court may nevertheless confirm a plan at the proponents’ request if at least one impaired class (as defined under section 1124 of the Bankruptcy Code) has accepted the plan (with such acceptance being determined without including the vote of any “insider” in such class), and, as to each impaired class that has not accepted the plan, the bankruptcy court determines that the plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired class(es). The Debtors believe that the Plan satisfies these requirements, and the Debtors may request such nonconsensual Confirmation in accordance with subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion. In addition, the pursuit of nonconsensual Confirmation or Consummation of the Plan may result in, among other things, increased expenses relating to professional compensation.

8. Continued Risk Upon Confirmation

Even if the Plan is consummated, the Debtors will continue to face a number of risks, including certain risks that are beyond their control, such as further deterioration or other changes in economic conditions, changes in the industry, potential revaluing of their assets due to chapter 11 proceedings, changes in demand for oil and natural gas (and thus demand for the services the Debtors provide), and increasing expenses. See Article VIII.C of this Disclosure Statement, entitled “Risks Related to the Debtors’ and the Reorganized Debtors’ Businesses,” which begins on page 52. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that a chapter 11 plan of reorganization reflecting the Plan will achieve the Debtors’ stated goals.

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In addition, at the outset of the Chapter 11 Cases, the Bankruptcy Code provides the Debtors with the exclusive right to propose the Plan and prohibits creditors and others from proposing a plan. The Debtors will have retained the exclusive right to propose the Plan upon filing their Petitions. If the Bankruptcy Court terminates that right, however, or the exclusivity period expires, there could be a material adverse effect on the Debtors’ ability to achieve confirmation of the Plan in order to achieve the Debtors’ stated goals.

Furthermore, even if the Debtors’ debts are reduced and/or discharged through the Plan, the Debtors may need to raise additional funds through public or private debt or equity financing or other various means to fund the Debtors’ businesses after the completion of the proceedings related to the Chapter 11 Cases. Adequate funds may not be available when needed or may not be available on favorable terms.

9. The Chapter 11 Cases May Be Converted to Cases under Chapter 7 of the Bankruptcy Code

If the Bankruptcy Court finds that it would be in the best interest of creditors and/or the debtor in a chapter 11 case, the Bankruptcy Court may convert a chapter 11 bankruptcy case to a case under chapter 7 of the Bankruptcy Code. In such event, a chapter 7 trustee would be appointed or elected to liquidate the debtor’s assets for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that liquidation under chapter 7 would result in significantly smaller distributions being made to creditors than those provided for in a chapter 11 plan because of (a) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time, when commodities prices are at historically low levels, rather than reorganizing or selling the business as a going concern at a later time in a controlled manner, (b) additional administrative expenses involved in the appointment of a chapter 7 trustee, and (c) additional expenses and Claims, some of which would be entitled to priority, that would be generated during the liquidation, including Claims resulting from the rejection of Unexpired Leases and other Executory Contracts in connection with cessation of operations.

10. The Debtors May Object to the Amount or Classification of a Claim

Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim under the Plan. The estimates set forth in this Disclosure Statement cannot be relied upon by any holder of a Claim where such Claim is subject to an objection. Any holder of a Claim that is subject to an objection thus may not receive its expected share of the estimated distributions described in this Disclosure Statement.

11. Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan

The distributions available to holders of Allowed Claims under the Plan can be affected by a variety of contingencies, including, without limitation, whether the Bankruptcy Court orders certain Allowed Claims to be subordinated to other Allowed Claims. The occurrence of any and all such contingencies, which could affect distributions available to holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes.

The estimated Claims and creditor recoveries set forth in this Disclosure Statement are based on various assumptions, and the actual Allowed amounts of Claims may significantly differ from the estimates. Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual Allowed amounts of Claims may vary from the estimated Claims contained in this Disclosure Statement. Moreover, the Debtors cannot determine with any certainty at this time, the number or amount of Claims that will ultimately be Allowed. Such differences may materially and adversely affect, among other things, the percentage recoveries to holders of Allowed Claims under the Plan.

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12. Releases, Injunctions, and Exculpations Provisions May Not Be Approved

Article VIII of the Plan provides for certain releases, injunctions, and exculpations, including a release of liens and third-party releases that may otherwise be asserted against the Debtors, Reorganized Debtors, or Released Parties, as applicable. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved. If the releases are not approved, certain Released Parties may withdraw their support for the Plan.

The releases provided to the Released Parties and the exculpation provided to the Exculpated Parties is necessary to the success of the Debtors’ reorganization because the Released Parties and Exculpated Parties have made significant contributions to the Debtors’ reorganizational efforts that are important to the success of the Plan and have agreed to make further contributions, including by agreeing to massive reductions in the amounts of their claims against the Debtors’ estates and facilitating a critical source of post-emergence liquidity, but only if they receive the full benefit of the Plan’s release and exculpation provisions. The Plan’s release and exculpation provisions are an inextricable component of the Restructuring Support Agreement and Plan and the significant deleveraging and financial benefits that they embody.

13. The Debtors Cannot Predict the Amount of Time Spent in Bankruptcy for the Purpose of Implementing the Plan, and a Lengthy Bankruptcy Proceeding Could Disrupt the Debtors’ Businesses, as Well as Impair the Prospect for Reorganization on the Terms Contained in the Plan

The Debtors estimate that the process of obtaining Confirmation and Consummation of the Plan by the Bankruptcy Court could last approximately 180 days from the Petition Date, but it could last considerably longer if, for example, Confirmation is contested or the conditions to Confirmation or Consummation are not satisfied or waived.

Although the Plan is designed to minimize the length of the bankruptcy proceedings, it is impossible to predict with certainty the amount of time that the Debtors may spend in bankruptcy, and the Debtors cannot be certain that the Plan will be confirmed. Even if confirmed on a timely basis, a bankruptcy proceeding to confirm the Plan could itself have an adverse effect on the Debtors’ businesses. There is a risk, due to uncertainty about the Debtors’ futures that, among other things:

• employees could be distracted from performance of their duties or more easily attracted to other career opportunities; and

• suppliers, vendors, or other business partners could terminate their relationship with the Debtors or demand financial assurances or enhanced performance, any of which could impair the Debtors’ prospects.

A lengthy bankruptcy proceeding also would involve additional expenses and divert the attention of management from the operation of the Debtors’ businesses.

The disruption that the bankruptcy process would have on the Debtors’ businesses could increase with the length of time it takes to complete the Chapter 11 Cases. If the Debtors are unable to obtain Confirmation of the Plan on a timely basis, because of a challenge to the Plan or otherwise, the Debtors may be forced to operate in bankruptcy for an extended period of time while they try to develop a different plan of reorganization that can be confirmed. A protracted bankruptcy case could increase both the probability and the magnitude of the adverse effects described above.

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14. Risk of Non-Occurrence of the Effective Date

Although the Debtors believe that the Effective Date may occur quickly after the Confirmation Date, there can be no assurance as to such timing or as to whether the Effective Date will, in fact, occur. As more fully set forth in Article IX of the Plan, the Effective Date of the Plan is subject to a number of conditions precedent. If such conditions precedent are waived or not met, the Effective Date will not take place.

B. Risks Related to Recoveries under the Plan

1. The Reorganized Debtors May Not Be Able to Achieve Their Projected Financial Results

The Reorganized Debtors may not be able to achieve their projected financial results. The Financial Projections (as defined herein) set forth in this Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economies in general, and the industry segments in which the Debtors operate in particular. While the Debtors believe that the Financial Projections contained in this Disclosure Statement are reasonable, there can be no assurance that they will be realized. If the Debtors do not achieve their projected financial results, the value of the New Common Stock may be negatively affected and the Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements.

2. A Liquid Trading Market for the Shares of New Common Stock or New Warrants May Not Develop

Although the Debtors and the Reorganized Debtors may apply to relist the New Common Stock on a national securities exchange, the Debtors make no assurance that they will be able to obtain this listing or, even if the Debtors do, that liquid trading markets for shares of New Common Stock will develop. The liquidity of any market for shares of New Common Stock or the New Warrants will depend upon, among other things, the number of holders of shares of New Common Stock, Reorganized Debtors’ financial performance, and the market for similar securities, none of which can be determined or predicted. Accordingly, there can be no assurance that an active trading market for the New Common Stock or New Warrants will develop, nor can any assurance be given as to the liquidity or prices at which such securities might be traded. In the event an active trading market does not develop, the ability to transfer or sell New Common Stock or New Warrants may be substantially limited.

3. The Trading Price for the Shares of New Common Stock or the New Warrants May Be Depressed Following the Effective Date

Assuming that the Effective Date occurs, shares of New Common Stock and New Warrants will be issued to holders of certain Classes of Claims. Following the Effective Date of the Plan, shares of New Common Stock and New Warrants may be sold to satisfy withholding tax requirements, to the extent necessary to fund such requirements. In addition, holders of Claims that receive shares of New Common Stock or New Warrants may seek to sell such securities in an effort to obtain liquidity. These sales and the volume of New Common Stock available for trading could cause the trading price for the shares of New Common Stock or the New Warrants to be depressed, particularly in the absence of an established trading market for the New Common Stock or the New Warrants.

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4. If the New Warrants Are Exercised, the Underlying Shares of New Common Stock Will Be Eligible for Future Resale in the Public Market, Which Could Lead to “Market Overhang,” Resulting in Dilution and Potentially Depressing the Trading Price of the New Common Stock

If the New Warrants are exercised, a substantial number of additional shares of New Common Stock could be eligible for resale in the public market, which could depress the trading price of the New Common Stock. The Reorganized Debtors also may grant options and equity awards pursuant to the Management Incentive Plan and may grant additional options, warrants, or other convertible securities in the future. The exercise or conversion of the New Warrants or other options or convertible securities will dilute the percentage ownership of other holders of the New Common Stock. If holders of the New Common Stock sell substantial amounts of New Common Stock, shares issued upon the exercise of the New Warrants, or other outstanding options or convertible securities in the public market, it could create a circumstance commonly referred to as an “overhang” and, in anticipation of which, the trading price of the New Common Stock could fall. An overhang may adversely affect the Reorganized Debtors’ ability to obtain financing on reasonable and acceptable terms whether or not sales have occurred or are occurring.

5. Certain Holders of New Common Stock or New Warrants May Be Restricted in Their Ability to Transfer or Sell Their Securities

To the extent that shares of the New Common Stock or New Warrants issued under the Plan are covered by section 1145(a)(1) of the Bankruptcy Code, such securities may be resold by the holders thereof without registration under the Securities Act unless the holder is an “underwriter,” as defined in section 1145(b) of the Bankruptcy Code with respect to such securities; provided, however, such rights or shares of such New Common Stock or New Warrants will not be freely tradeable if, at the time of transfer, the holder is an “affiliate” of the Reorganized Debtors as defined in Rule 144(a)(1) under the Securities Act or had been such an “affiliate” within 90 days of such transfer. Such affiliate holders would only be permitted to sell such securities without registration if they are able to comply with an applicable exemption from registration, including Rule 144 under the Securities Act. Resales by holders of Claims who receive New Common Stock or New Warrants pursuant to the Plan that are deemed to be “underwriters” would not be exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or applicable law. Such holders would only be permitted to sell such securities without registration if they are able to comply with an applicable exemption from registration, including Rule 144 under the Securities Act.

The New Common Stock and the New Warrants may not initially be registered under the Securities Act or any state securities laws, and the Debtors make no representation regarding the right of any holder of New Common Stock or New Warrants to freely resell the New Common Stock (including, as applicable, shares issuable upon exercise of the New Warrants) or the New Warrants. See Article XI to this Disclosure Statement, entitled “Certain Securities Law Matters,” which begins on page 66.

6. Restricted Securities Issued under the Plan May Not Be Resold or Otherwise Transferred Unless They Are Registered Under the Securities Act or an Exemption from Registration Applies

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To the extent that securities issued pursuant to the Plan are not covered by section 1145(a)(1) of the Bankruptcy Code, such securities shall be issued pursuant to section 4(a)(2) under the Securities Act and will be deemed “restricted securities” that may not be sold, exchanged, assigned, or otherwise transferred unless they are registered, or an exemption from registration applies, under the Securities Act. Holders of such restricted securities may not be entitled to have their restricted securities registered and will be required to agree not to resell them except in accordance with an available exemption from registration under the Securities Act. Under Rule 144 of the Securities Act, the public resale of restricted securities is permitted if certain conditions are met, and these conditions vary depending on whether the holder of the restricted securities is an “affiliate” of the issuer, as defined in Rule 144. A non-affiliate who has not been an affiliate of the issuer during the preceding three months may resell restricted securities after a six-month holding period unless certain current public information regarding the issuer is not available at the time of sale, in which case the non-affiliate may resell after a one-year holding period. An affiliate may resell restricted securities after a six-month holding period but only if certain current public information regarding the issuer is available at the time of the sale and only if the affiliate also complies with the volume, manner of sale, and notice requirements of Rule 144.

Holders of New Common Stock or New Warrants who are deemed to be “underwriters” under Section 1145(b) of the Bankruptcy Code will also be subject to restrictions under the Securities Act on their ability to resell those securities. Resale restrictions are discussed in more detail in Article XI to this Disclosure Statement, entitled “Certain Securities Law Matters,” which begins on page 66.

7. Certain Significant Holders of Shares of New Common Stock May Have Substantial Influence Over the Reorganized Debtors Following the Effective Date

Assuming that the Effective Date occurs, holders of Claims who receive distributions representing a substantial percentage of the outstanding shares of the New Common Stock (including, as applicable, shares issued upon exercise of the New Warrants) may be in a position to influence matters requiring approval by the holders of shares of New Common Stock, including, among other things, the election of directors and the approval of a change of control of the Reorganized Debtors. The holders may have interests that differ from those of the other holders of shares of New Common Stock and may vote in a manner adverse to the interests of other holders of shares of New Common Stock. This concentration of ownership may facilitate or may delay, prevent, or deter a change of control of the Reorganized Debtors and consequently impact the value of the shares of New Common Stock or the New Warrants. In addition, a holder of a significant number of shares of New Common Stock may sell all or a large portion of its shares of New Common Stock within a short period of time, which sale may adversely affect the trading price of the shares of New Common Stock or the New Warrants. A holder of a significant number of shares of New Common Stock may, on its own account, pursue acquisition opportunities that may be complementary to the Reorganized Debtors’ businesses, and as a result, such acquisition opportunities may be unavailable to the Reorganized Debtors. Such actions by holders of a significant number of shares of New Common Stock may have a material adverse impact on the Reorganized Debtors’ businesses, financial condition, and operating results.

8. Certain Tax Implications of the Plan

Holders of Allowed Claims should carefully review Article XII of this Disclosure Statement entitled “Certain U.S. Federal Income Tax Consequences of the Plan“ which begins on page 2, to determine how the tax implications of the Plan and the Chapter 11 Cases may affect the Debtors, the Reorganized Debtors, and Holders of Claims, as well as certain tax implications of owning and disposing of the consideration to be received pursuant to the Plan.

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9. The Debtors May Not Be Able to Accurately Report Their Financial Results

The Debtors have established internal controls over financial reporting. However, internal controls over financial reporting may not prevent or detect misstatements or omissions in the Debtors’ financial statements because of their inherent limitations, including the possibility of human error, and the circumvention or overriding of controls or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Debtors fail to maintain the adequacy of their internal controls, the Debtors may be unable to provide financial information in a timely and reliable manner within the time periods required for the Debtors’ financial reporting under SEC rules and regulations and the terms of the agreements governing the Debtors’ indebtedness. Any such difficulties or failure could materially adversely affect the Debtors’ business, results of operations, and financial condition. Further, the Debtors may discover other internal control deficiencies in the future and/or fail to adequately correct previously identified control deficiencies, which could materially adversely affect the Debtors’ businesses, results of operations, and financial condition.

C. Risks Related to the Debtors’ and the Reorganized Debtors’ Businesses

1. The Reorganized Debtors May Not Be Able to Generate Sufficient Cash to Service All of Their Indebtedness

The Reorganized Debtors’ ability to make scheduled payments on, or refinance their debt obligations, depends on the Reorganized Debtors’ financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond the Reorganized Debtors’ control. The Reorganized Debtors may be unable to maintain a level of cash flow from operating activities sufficient to permit the Reorganized Debtors to pay the principal, premium, if any, and interest and/or fees on their indebtedness, including, without limitation, anticipated borrowings under the Exit Facilities upon emergence.

2. The Debtors Will Be Subject to the Risks and Uncertainties Associated with the Chapter 11 Cases

For the duration of the Chapter 11 Cases, the Debtors’ ability to operate, develop, and execute a business plan, and continue as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following: (a) ability to develop, confirm, and consummate the Restructuring Transactions specified in the Plan; (b) ability to obtain Bankruptcy Court approval with respect to motions filed in the Chapter 11 Cases from time to time; (c) ability to maintain relationships with suppliers, vendors, service providers, customers, employees, and other third parties; (d) ability to maintain contracts that are critical to the Debtors’ operations; (e) ability of third parties to seek and obtain Bankruptcy Court approval to terminate contracts and other agreements with the Debtors; (f) ability of third parties to seek and obtain Bankruptcy Court approval to terminate or shorten the exclusivity period for the Debtors to propose and confirm a chapter 11 plan, to appoint a chapter 11 trustee, or to convert the Chapter 11 Cases to chapter 7 proceedings; and (g) the actions and decisions of the Debtors’ creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with the Debtors’ plans.

These risks and uncertainties could affect the Debtors’ businesses and operations in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ relationships with suppliers, service providers, customers, employees, and other third parties, which in turn could adversely affect the Debtors’ operations and financial condition. Also, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit the Debtors’ ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 Cases, the Debtors cannot accurately predict or quantify the ultimate impact of events that occur during the Chapter 11 Cases that may be inconsistent with the Debtors’ plans.

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3. Operating in Bankruptcy for a Long Period of Time May Harm the Debtors’ Businesses

The Debtors’ future results will be dependent upon the successful confirmation and implementation of a plan of reorganization. A long period of operations under Bankruptcy Court protection could have a material adverse effect on the Debtors’ businesses, financial condition, results of operations, and liquidity. So long as the proceedings related to the Chapter 11 Cases continue, senior management will be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on business operations. A prolonged period of operating under Bankruptcy Court protection also may make it more difficult to retain management and other key personnel necessary to the success and growth of the Debtors’ businesses. In addition, the longer the proceedings related to the Chapter 11 Cases continue, the more likely it is that customers and suppliers will lose confidence in the Debtors’ ability to reorganize their businesses successfully and will seek to establish alternative commercial relationships.

So long as the proceedings related to the Chapter 11 Cases continue, the Debtors may be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases. If the chapter 11 proceedings last longer than anticipated, the Debtors will require debtor-in-possession financing to fund the Debtors’ operations. If the Debtors are unable obtain such financing in those circumstances, the chances of successfully reorganizing the Debtors’ businesses may be seriously jeopardized, the likelihood that the Debtors will instead be required to liquidate or sell their assets may be increased, and, as a result, creditor recoveries may be significantly impaired.

Furthermore, the Debtors cannot predict the ultimate amount of all settlement terms for the liabilities that will be subject to a plan of reorganization. Even after a plan of reorganization is approved and implemented, the Reorganized Debtors’ operating results may be adversely affected by the possible reluctance of prospective lenders and other counterparties to do business with a company that recently emerged from bankruptcy protection.

4. Financial Results May Be Volatile and May Not Reflect Historical Trends

During the Chapter 11 Cases, the Debtors expect that their financial results will continue to be volatile as asset impairments, asset dispositions, restructuring activities and expenses, contract terminations and rejections, and/or claims assessments significantly impact the Debtors’ consolidated financial statements. As a result, the Debtors’ historical financial performance likely will not be indicative of their financial performance after the Petition Date.

In addition, if the Debtors emerge from chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements, including as a result of revisions to the Debtors’ operating plans pursuant to a plan of reorganization. The Debtors also may be required to adopt “fresh start” accounting in accordance with Accounting Standards Codification 852 (“Reorganizations”) in which case their assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on the Debtors’ consolidated balance sheets. The Debtors’ financial results after the application of fresh start accounting also may be different from historical trends. The Financial Projections contained in Exhibit F hereto do not currently reflect the impact of fresh start accounting, which may have a material impact on the Financial Projections.

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5. The Debtors’ Substantial Liquidity Needs May Impact Revenue

The Debtors operate in a capital-intensive industry. The Debtors’ principal sources of liquidity historically have been cash flow from operations, borrowings under the Credit Agreement and 2023 LC Facility, issuances of debt securities, including the Senior Notes, and issuances of equity securities, including 12% Redeemable Preferred Stock. If the Debtors’ cash flow from operations remains depressed or decreases as a result of the terms of the Debtors’ customer contracts which dictate when operating revenues can be realized, the Debtors’ ability to expend the capital necessary to complete work on any particular project or post letters of credit to support new project wins, resulting in decreased revenues over time.

The Debtors face uncertainty regarding the adequacy of their liquidity and capital resources and have extremely limited, if any, access to additional financing. In addition to the cash necessary to fund ongoing operations, the Debtors have incurred significant professional fees and other costs in connection with preparing for the Chapter 11 Cases and expect to continue to incur significant professional fees and costs throughout the Chapter 11 Cases. The Debtors cannot guarantee that cash on hand and cash flow from operations will be sufficient to continue to fund their operations and allow the Debtors to satisfy obligations related to the Chapter 11 Cases until the Debtors are able to emerge from bankruptcy protection.

The Debtors’ liquidity, including the ability to meet ongoing operational obligations, will be dependent upon, among other things: (a) their ability to comply with the terms and condition of any debtor-in-possession financing and/or cash collateral order entered by the Bankruptcy Court in connection with the Chapter 11 Cases; (b) their ability to maintain adequate cash on hand; (c) their ability to generate cash flow from operations; (d) their ability to develop, confirm, and consummate a chapter 11 plan or other alternative restructuring transaction; and (e) the cost, duration, and outcome of the Chapter 11 Cases. The Debtors’ ability to maintain adequate liquidity depends, in part, upon industry conditions and general economic, financial, competitive, regulatory, and other factors beyond the Debtors’ control. In the event that cash on hand and cash flow from operations are not sufficient to meet the Debtors’ liquidity needs, the Debtors may be required to seek additional financing. The Debtors can provide no assurance that additional financing would be available or, if available, offered to the Debtors on acceptable terms. The Debtors’ access to additional financing is, and for the foreseeable future likely will continue to be, extremely limited if it is available at all. The Debtors’ long-term liquidity requirements and the adequacy of their capital resources are difficult to predict at this time.

6. The Debtors Derive Substantial Revenues from Companies in Various Energy-Related Industries, Including the Oil and Natural Gas Exploration and Development Industry, A Historically Cyclical Industry with Levels of Activity That Are Significantly Affected by the Levels and Volatility of Oil and Natural Gas Prices.

The demand for the Debtors’ EPCI services from companies in various energy-related industries, particularly the oil & gas exploration and development industry, has traditionally been cyclical, depending primarily on the capital expenditures of oil & gas exploration and development companies. These capital expenditures are influenced by such factors as:

• prevailing oil and natural gas prices;

• expectations about future prices;

• the cost of exploring for, producing and delivering hydrocarbons;

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• the sale and expiration dates of available offshore leases;

• the discovery rate, size and location of new hydrocarbon reserves, including in offshore areas;

• the rate of decline of existing hydrocarbon reserves;

• laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global climate change;

• the development and exploitation of alternative fuels or energy sources;

• domestic and international political, military, regulatory and economic conditions;

• technological advances, including technology related to the exploitation of shale oil; and

• the ability of oil & gas companies to generate funds for capital expenditures.

Prices for oil and natural gas have historically been, and the Debtors anticipate they will continue to be, extremely volatile and react to changes in the supply of and demand for oil and natural gas (including changes resulting from the ability of the Organization of Petroleum Exporting Countries to establish and maintain production quotas), domestic and worldwide economic conditions and political instability in oil producing countries. Material declines in oil and natural gas prices have affected, and will likely continue to affect, the demand for and pricing of the Debtors EPCI services. In response to currently prevailing industry conditions, many oil & gas exploration and development companies and other energy companies have made significant reductions in their capital expenditure budgets over the past three years. In particular, some of the Debtors’ customers have reduced their spending on exploration, development and production programs, new LNG import and export facilities and power plant projects. Although oil prices have increased, on a relative basis in the recent short term, sustained lower relative prices have adversely affected demand for the Debtors’ services and lower relative prices compared to recent pricing levels could, over a sustained period of time, have a material adverse effect on the Debtors’ business, financial condition, results of operations and cash flows.

The Debtors’ results of operations and operating cash flows depend on the Debtors obtaining significant EPCI contracts, primarily from companies in the oil & gas exploration and development, petrochemical, natural resources and power industries. The timing of or failure to obtain contracts, delays in awards of contracts, cancellations of contracts, delays in completion of contracts, or failure to obtain timely payments from the Debtors’ customers, could result in significant periodic fluctuations in the Debtors’ results of operations and operating cash flows. In addition, many of the Debtors’ contracts require them to satisfy specific progress or performance milestones in order to receive payment from the customer. As a result, the Debtors may incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer. Such expenditures could reduce the Debtors’ cash flows and necessitate borrowings under the Debtors’ credit agreements. If customers do not proceed with the completion of significant projects or if significant defaults on customer payment obligations to the Debtors arise, or if the Debtors encounter disputes with customers involving such payment obligations, the Debtors may face difficulties in collecting payment of amounts due to the Debtors, including for costs the Debtors previously incurred. In addition, some of the Debtors’ customers for large EPCI projects are project-specific entities that do not have significant assets other than their interests in the EPCI project, and it may be even more difficult to collect amounts owed to the Debtors by those customers if any of the problems or issues referred to above arise. The Debtors’ failure to collect amounts owed to the Debtors could have a material adverse effect on their business, financial condition, results of operations and cash flows.

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7. The Debtors’ Business is Subject to Risks Associated with Contractual Pricing in its Industry, Including the Risk That, If its Actual Costs Exceed the Costs the Debtors Estimate on its Fixed-Price Contracts, the Debtors’ Profitability will Decline, and the Debtors May Suffer Losses.

The Debtors offer their customers a range of commercial options for its contracts, including fixed-price, cost-reimbursable and hybrid, which has both fixed-price and cost-reimbursable components. Under fixed-price contracts, the Debtors perform their services and execute their projects at an established price. Under cost-reimbursable contracts, the Debtors generally perform series in exchange for a price that consists of reimbursement of all customer-approved costs and a profit component, which is typically a fixed rate per hour, an overall fixed fee, or a percentage of total reimbursable costs. Under cost-reimbursable contracts, if the Debtors are unable to obtain proper reimbursement for all costs incurred due to improper estimates, performance issues, customer disputes, or any of the other factors noted below for fixed-price contracts, the project may be less profitable than the Debtors expected.

The Debtors are engaged in a highly competitive industry, and the Debtors have contracted for a substantial number of projects on a fixed-price basis. The Debtors are often required to bid aggressively on fixed-price contracts in order to obtain them and, as a result, must execute the projects with minimal variances from internal projections used by the Debtor for its bidding process in order for them to the profitable. In many cases, these projects involve complex design and engineering, significant procurement of equipment and supplies and extensive construction management and other activities conducted over extended time periods, sometimes in remote locations where personnel, equipment, supplies and in some cases basic infrastructure must be remotely sources. The Debtors’ actual costs related to these projects have in the past exceeded the Debtors’ projections and could do so in the future. The Debtors attempt to cover the increased costs of anticipated changes in labor, material and service costs of long-term contracts, either through estimates of cost increases, which are reflected in the original contract price, or through price escalation clauses. Despite these attempts, however, the cost and gross profit the Debtors realize on a fixed-price contract could vary, and has in the past varied materially from the estimated amounts because of supplier, contractor and subcontractor performance, the Debtors’ own performance, including the quality and timeliness of work performed, failure to properly estimate costs of engineering, materials, components, equipment, escalation, labor or subcontractors, changes in job conditions, unanticipated weather conditions, variations in labor and equipment productivity and associated costs, increases in the cost of raw materials, particularly steel, over the term of the contract, difficulties in obtaining required governmental permits or approvals, changes in laws and regulations and changes in general economic and market conditions.

In the future, these factors and other risks generally inherent in the industry in which the Debtors operate may result in actual revenues or costs being different from those the Debtors originally estimated and may result in reduced profitability or losses on projects. Some of these risks include:

• the Debtors’ engineering, procurement and construction projects may encounter difficulties related to the procurement of materials and equipment, or due to schedule disruptions, equipment performance failures or other factors that may result in additional costs to the Debtors, reduction in revenues, claims or disputes;

• the Debtors may not be able to obtain compensation for additional work performed or expenses incurred as a result of customer change order or the Debtors’ customers providing deficient design or engineering information or equipment or materials;

• the Debtor may be required to pay significant amounts of liquidated damages upon the Debtors’ failure to meet schedule or perform requirements of contracts; and

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• difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in project delays and cause the Debtors to incur additional costs.

Performance problems relating to any significant existing or future contract arising as a result of any of these or other risks could cause the Debtors’ actual results of operations to differ materially from those the Debtors anticipate at the time they enter into the contract and could have a material adverse effect on the Debtors’ results of operation and financial condition, as well as cause the Debtors to suffer damage to its reputation within the industry and customer base. The Debtors believe that some of its current projects will incur losses, which may be material, over their lifetimes due to material cost overruns. Although the Debtors will seek to limit cost overruns through mitigating actions, the Debtors may not be able to do so or may be able to do so only to a limited extent. As a result, the Debtors may experience asset impairments and be required to establish reserves with respect to projects if and when cost overruns are expected, and the Debtors’ results of operations and financial condition could be materially adversely affected.

Additionally, the Debtors may be at a greater risk of reduced profitability or losses with respect to its contracts with companies in the oil and gas exploration and development industry in the current low-oil-price environment due to pricing pressures, potential difficulties in obtaining customer approvals of change orders or claims, deterioration in contract terms and conditions, including customer-required extended-payment terms, unexpected project delays, suspensions and cancellations or changes or reductions in project scope or schedule and other factors.

8. The Debtors’ Business is Subject to Complex Laws and Regulations That Can Adversely Affect the Cost, Manner, or Feasibility of Doing Business

The Debtors’ operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose the Debtors to liability for the conduct of or conditions caused by others or for the Debtors’ acts that were in compliance with all applicable laws at the time such acts were performed. These liabilities and costs could have a material adverse effect on the business, financial condition, results of operations, and cash flows of the Reorganized Debtors.

Further, environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in the Debtors’ operating costs and capital expenditures and decreases in their earnings and cash flows. Governmental requirements relating to the protection of the environment, including those requirements relating to solid waste management, air quality, water quality, generation, storage, handling, treatment and disposal of waste materials and cleanup of contaminated sites, as well as laws and regulations relating to human health and safety, have had a substantial impact on the Debtors’ operations. These requirements are complex and subject to frequent change as well as new restrictions. For example, because of concerns that carbon dioxide, methane and certain other so-called “greenhouse gases” in the Earth’s atmosphere may produce climate changes that have significant adverse impacts on public health and the environment, various governmental authorities have considered and are continuing to consider the adoption of regulatory strategies and controls designed

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to reduce the emission of greenhouse gases resulting from regulated activities, which adoption in areas where the Debtors conduct business could require them or their customers to incur added costs to comply, may result in delays in pursuit of regulated activities and could adversely affect demand for the oil and natural gas that some of the Debtors’ customers produce, thereby potentially limiting the demand for the Debtors’ services. Failure to comply with these requirements may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory or remedial obligations or the issuance of orders enjoining performance of some or all of the Debtors’ operations. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for the Debtors’ acts that complied with all applicable requirements when they performed them. The Debtors’ compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require them to make material expenditures or subject them to liabilities that they currently do not anticipate. Such expenditures and liabilities could have a material adverse effect on the Debtors’ business, financial condition, results of operations and cash flows.

In addition, the Debtors’ businesses often involve working around and with volatile, toxic and hazardous substances and other highly regulated pollutants, substances or wastes, for which the improper characterization, handling or disposal could constitute violations of U.S. federal, state or local laws and regulations and laws of other countries and result in criminal and civil liabilities. Environmental laws and regulations generally impose limitations and standards for certain pollutants or waste materials and require the Debtors to obtain permits and comply with various other requirements. Governmental authorities may seek to impose fines and penalties on the Debtors, or revoke or deny issuance or renewal of operating permits for failure to comply with applicable laws and regulations. The Debtors are also exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes.

9. The Debtors’ Operations are Subject to Hazards Inherent in the Energy Services Industry.

Safety is a leading focus of the Debtors’ business, and the Debtors’ safety record is critical to their reputation and is of paramount importance to their employees, customers and stockholders. However, the Debtors often work on large-scale and complex projects which can place their employees and others near large mechanized equipment, moving vehicles, dangerous processes or highly regulated materials and in challenging environments. Although the Debtors have a functional group whose primary purpose is to implement effective quality, health, safety, environmental and security procedures throughout its organization, if the Debtors fail to implement effective safety procedures, their employees and others may become injured, disabled or lose their lives, their projects may be delayed and the Debtors may be exposed to litigation or investigations.

Unsafe conditions at project work sites also have the potential to increase employee turnover, increase project costs and raise the Debtors’ operating costs. Additionally, many of the Debtors’ customers require that they meet certain safety criteria to be eligible to bid for contracts, and the Debtors’ failure to maintain adequate safety standards could result in reduced profitability or lost project awards or customers. Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on the Debtors’ business, financial condition, and results of operations.

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10. The Debtors Operate in a Highly Competitive Industry and Depend on a Relatively Small Number of Customers.

The industry in which the Debtors operate is highly competitive and requires substantial resources and capital investment in equipment, technology and skilled personnel. Several of the Debtors’ competitors have greater financial or other resources than they have. Competition also places downward pressure on the Debtors’ contract prices and margins. Intense competition is expected to continue in the Debtors’ markets, presenting them with significant challenges in their ability to maintain strong growth rates and acceptable margins. In particular, some of the Debtors’ competitors or potential competitors serving the offshore oil & gas exploration and development industry offer a broader range of SPS and SURF services than the Debtors provide and have been gaining success in marketing those services on an integrated or “packaged” basis to customers around the world. The Debtors’ operations may be adversely affected if their current competitors or new market entrants successfully offer SPS and SURF services on an integrated basis in a manner that the Debtors may be unable to match, even with the Debtors’ alliance and joint venture arrangements, or introduce new facility designs or improvements to engineering, procurement, construction or installation services. If the Debtors are unable to meet these and other competitive challenges, the Debtors could lose market share to their competitors and experience reductions in their results of operations and cash flows.

In addition, the Debtors derive a significant amount of their revenues and profits from a relatively small number of customers in a given year. The Debtors’ significant customers include major integrated and national oil & gas exploration and development companies. The Debtors’ inability to continue to perform substantial services for their large existing customers (whether due to the Debtors’ failure to satisfy their bid tender requirements, disappointing project performance, changing political conditions and changing laws and policies affecting trade and investment, disagreements with respect to new (or potentially new) ventures or other business opportunities), or delays in collecting receivables from these customers, could have a material adverse effect on the Debtors’ business and operations.

11. The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases

In the future, the Reorganized Debtors may become parties to litigation. In general, litigation can be expensive and time consuming to bring or defend against. Such litigation could result in settlements or damages that could significantly affect the Reorganized Debtors’ financial results. It is also possible that certain parties will commence litigation with respect to the treatment of their Claims under the Plan. It is not possible to predict the potential litigation that the Reorganized Debtors may become party to nor the final resolution of such litigation. The impact of any such litigation on the Reorganized Debtors’ businesses and financial stability, however, could be material.

12. The Loss of Key Personnel Could Adversely Affect the Debtors’ Operations

The Debtors’ operations are dependent on a relatively small group of key management personnel and a highly-skilled employee base. The Debtors’ recent liquidity issues and the Chapter 11 Cases have created distractions and uncertainty for key management personnel and employees. As a result, the Debtors have experienced and may continue to experience increased levels of employee attrition. Because competition for experienced personnel in the oil and natural gas industry can be significant, the Debtors may be unable to find acceptable replacements with comparable skills and experience and the loss of such key management personnel could adversely affect the Debtors’ ability to operate their businesses. In addition, a loss of key personnel or material erosion of employee morale at the corporate and/or field levels could have a material adverse effect on the Debtors’ ability to meet customer and counterparty expectations, thereby adversely affecting the Debtors’ businesses and the results of operations.

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13. Certain Claims May Not Be Discharged and Could Have a Material Adverse Effect on the Debtors’ Financial Condition and Results of Operations

The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all Claims that arise prior to the Debtors’ filing of their Petitions or before confirmation of the plan of reorganization (a) would be subject to compromise and/or treatment under the plan of reorganization and/or (b) would be discharged in accordance with the terms of the plan of reorganization. Any Claims not ultimately discharged through a plan of reorganization could be asserted against the reorganized entity and may have an adverse effect on the Reorganized Debtors’ financial condition and results of operations.

IX. SOLICITATION, VOTING, AND NEW COMMON STOCK ELECTION PROCEDURES

This Disclosure Statement, which is accompanied by a Ballot or Ballots to be used for voting on the Plan, is being distributed to the holders of Claims in those Classes that are entitled to vote to accept or reject the Plan.

A. Holders of Claims Entitled to Vote on the Plan

Under the provisions of the Bankruptcy Code, not all holders of claims against or interests in a debtor are entitled to vote on a chapter 11 plan. The table in Article III.D of this Disclosure Statement, entitled “Am I entitled to vote on the Plan?,” which begins on page 6, provides a summary of the status and voting rights of each Class (and, therefore, of each holder within such Class absent an objection to the holder’s Claim or Interest) under the Plan.

As shown in the table, the Debtors are soliciting votes to accept or reject the Plan only from holders of Claims in Classes 5, 6A–6D, 7, 8, and 9 (collectively, the “Voting Classes”). The holders of Claims in the Voting Classes are Impaired under the Plan and may, in certain circumstances, receive a distribution under the Plan. Accordingly, holders of Claims in the Voting Classes have the right to vote to accept or reject the Plan.

The Debtors are not soliciting votes from holders of Claims or Interests in Classes 1, 2, 3, 4, 10, 11, 12, 13, and 14.

B. Voting Record Date

The Voting Record Date is Friday, January 17, 2020 (the “Voting Record Date”). The Voting Record Date is the date on which it will be determined which holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan and whether Claims have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee or transferee, as applicable, can vote to accept or reject the Plan as the holder of a Claim.

C. Voting on the Plan

The Voting Deadline is Wednesday, February 19, 2020, at 4:00 p.m. (prevailing Central Time). In order to be counted as votes to accept or reject the Plan, all ballots must be properly executed, completed, and delivered as directed, so that your ballot or the master ballot containing your vote is actually received by the Solicitation Agent on or before the Voting Deadline. Ballots or master ballots returned by facsimile will not be counted.

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1. Holders of Claims in Classes 5, 6A–6D, 7, 8

If you are a Holder of either a 2021 Letter of Credit Claims, 2023 Letter of Credit Claims, Revolving Credit Claims, Term Loan Claims, Credit Agreement Hedging Claims, Cash Secured Letter of Credit Claims, or Lloyds Letter of Credit Claims you must complete, sign, and date your ballot and return it (with an original signature) promptly in the enclosed reply envelope or to one of the following addresses:

If sent by first-class mail	If sent by hand delivery or overnight mail:
Prime Clerk, LLC Re: McDermott International, Inc., et al., One Grand Central Place, 60 East 42nd Street, Suite 1440, New York, NY 10165	Prime Clerk, LLC Re: McDermott International, Inc., et al., One Grand Central Place, 60 East 42nd Street, Suite 1440, New York, NY 10165

2. Holders of Claims in Class 9

Holders of Senior Notes Claims in “street name” through a nominee may vote on the Plan by one of the following two methods (as selected by such holder’s nominee):

• Complete and sign the enclosed beneficial holder ballot. Return the beneficial holder ballot to your nominee as promptly as possible and in sufficient time to allow such nominee to process your instructions and return a completed master ballot to the Solicitation Agent by the Voting Deadline. If no self-addressed, postage-paid envelope was enclosed for this purpose, contact the Solicitation Agent for instructions; or

• Complete and sign the pre-validated beneficial holder ballot (as described below) provided to you by your nominee. Return the pre-validated beneficial holder ballot to the Solicitation Agent by the Voting Deadline using the return envelope provided in the Solicitation Package.

Any beneficial holder ballot returned to a nominee will not be counted for purposes of acceptance or rejection of the Plan until such nominee properly completes and delivers to the Solicitation Agent that beneficial holder ballot (properly validated) or a master ballot casting the vote of such holder.

If any holder holds Senior Notes Claims through more than one nominee, such holder may receive multiple mailings containing beneficial holder ballots. The holder should execute a separate beneficial holder ballot for each block of Senior Notes Claims that it holds through any particular nominee and return each beneficial holder ballot to the respective nominee in the return envelope provided therewith. Holders who execute multiple beneficial holder ballots with respect to Senior Notes Claims held through more than one nominee must indicate on each beneficial holder ballot the names of all such other nominees and the additional amounts of such Senior Notes Claims so held and voted.

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A nominee that, on the Voting Record Date, is the record holder of the Senior Notes Claims for one or more holders can obtain the votes of the holders of such Senior Notes Claims, consistent with customary practices for obtaining the votes of securities held in “street name,” in one of the following two ways:

(a) Pre-Validated Ballots

The nominee may “pre-validate” a beneficial holder ballot by: (i) signing the beneficial holder ballot and indicating on the beneficial holder ballot the name of the nominee and DTC Participant Number; (ii) indicating on the beneficial holder ballot the amount and the account number of the Senior Notes Claims held by the nominee for the holder; and (iii) forwarding such beneficial holder ballot—together with this Disclosure Statement, a pre-addressed, postage-paid return envelope addressed to, and provided by, the Solicitation Agent, and other materials requested to be forwarded—to the holder for voting. The holder must then complete the remaining portions of the beneficial holder ballot and return the beneficial holder ballot directly to the Solicitation Agent in the pre-addressed, postage-paid return envelope so that it is actually received by the Solicitation Agent on or before the Voting Deadline. A list of the holders to whom “pre-validated” beneficial holder ballots were delivered should be maintained by nominees for inspection for at least one year from the Voting Deadline.

(b) Master Ballots

If the nominee elects not to pre-validate beneficial holder ballots, the nominee may obtain the votes of holders by forwarding to the holders the unsigned beneficial holder ballots—together with this Disclosure Statement, a pre-addressed, postage-paid return envelope provided by, and addressed to, the nominee, and other materials requested to be forwarded. Each such holder must then indicate its vote on the beneficial holder ballot, complete the information requested on the beneficial holder ballot, review the certifications contained on the beneficial holder ballot, execute the beneficial holder ballot, and return the beneficial holder ballot to the nominee. After collecting the beneficial holder ballots, the nominee should, in turn, complete a master ballot compiling the votes and other information from the beneficial holder ballots, execute the master ballot, and deliver the master ballot to the Solicitation Agent so that it is actually received by the Solicitation Agent on or before the Voting Deadline. All beneficial holder ballots returned by holders should either be forwarded to the Solicitation Agent (along with the master ballot) or retained by nominees for inspection for at least one year from the Voting Deadline. EACH NOMINEE SHOULD ADVISE ITS ELIGIBLE HOLDERS TO RETURN THEIR BENEFICIAL HOLDER BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE MASTER BALLOT TO THE SOLICITATION AGENT SO THAT IT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT ON OR BEFORE THE VOTING DEADLINE.

If you have any questions about the solicitation or voting process, please contact the solicitation agent at 1-877-426-7705 (toll free) or 1-917-994-8380 (international) or via electronic mail to McDermottBallots@primeclerk.com.

D. Ballots Not Counted

No ballot will be counted toward Confirmation if, among other things: (1) it is illegible or contains insufficient information to permit the identification of the holder of the Claim; (2) it was transmitted by means other than as specifically set forth in the ballots; (3) it was cast by an entity that is not entitled to vote on the Plan; (4) it was sent to the Debtors, the Debtors’ agents/representatives (other than the Solicitation Agent), the DIP Agent, the Superpriority Agreement Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the 2018 Collateral Agent, the Senior Notes Trustee, the Exit Facility Agent, or the Debtors’ financial or legal advisors instead of the Solicitation Agent; (5) it is unsigned; or (6) it is not clearly marked to either accept or reject the Plan or it is marked both to accept and reject the Plan. Please refer to the Disclosure Statement Order for additional requirements with respect to voting to accept or reject the Plan.

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ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE OR THAT IS OTHERWISE NOT IN COMPLIANCE WITH THE SOLICITATION AND VOTING PROCEDURES PROVIDED IN THIS ARTICLE VII OF THE DISCLOSURE STATEMENT WILL NOT BE COUNTED.

X. CONFIRMATION OF THE PLAN

A. Requirements for Confirmation of the Plan

Among the requirements for Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code are: (1) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting Impaired Class; (2) the Plan is feasible; and (3) the Plan is in the “best interests” of holders of Claims or Interests.

At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies all of the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (1) the Plan satisfies, or will satisfy, all of the necessary statutory requirements of chapter 11 for plan confirmation; (2) the Debtors have complied, or will have complied, with all of the necessary requirements of chapter 11 for plan confirmation; and (3) the Plan has been proposed in good faith.

B. Best Interests of Creditors/Liquidation Analysis

Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each impaired class, that each holder of a claim or an equity interest in such impaired class either (1) has accepted the plan or (2) will receive or retain under the plan property of a value that is not less than the amount that the non-accepting holder would receive or retain if the debtors liquidated under chapter 7.

Attached hereto as Exhibit D and incorporated herein by reference is a liquidation analysis (the “Liquidation Analysis”) prepared by the Debtors with the assistance of the Debtors’ advisors. As reflected in the Liquidation Analysis, the Debtors believe that liquidation of the Debtors’ businesses under chapter 7 of the Bankruptcy Code would result in substantial diminution in the value to be realized by holders of Claims or Interests as compared to distributions contemplated under the Plan. Consequently, the Debtors and their management believe that Confirmation of the Plan will provide a substantially greater return to holders of Claims or Interests than would a liquidation under chapter 7 of the Bankruptcy Code.

If the Plan is not confirmed, and the Debtors fail to propose and confirm an alternative plan of reorganization, the Debtors’ businesses may be liquidated pursuant to the provisions of a chapter 11 liquidating plan. In liquidations under chapter 11, the Debtors’ assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7. Thus, a chapter 11 liquidation may result in larger recoveries than a chapter 7 liquidation, but the delay in distributions could result in lower present values received and higher administrative costs. Any distribution to holders of Claims or Interests (to the extent holders of Interests would receive distributions at all) under a chapter 11 liquidation plan would most likely be substantially delayed. Most importantly, the Debtors believe that any distributions to creditors in a chapter 11 liquidation scenario would fail to capture the significant going concern value of their businesses, which is reflected in the New Common Stock to be distributed under the Plan. Accordingly, the Debtors believe that a chapter 11 liquidation would not result in distributions as favorable as those under the Plan.

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C. Feasibility

Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan of reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtor, or any successor to the debtor (unless such liquidation or reorganization is proposed in such plan of reorganization).

To determine whether the Plan meets this feasibility requirement, the Debtors, with the assistance of AlixPartners and Evercore, have analyzed their ability to meet their respective obligations under the Plan. As part of this analysis, the Debtors have prepared their projected consolidated balance sheet, income statement, and statement of cash flows (collectively, the “Financial Projections”). Creditors and other interested parties should review Article VIII of this Disclosure Statement, entitled “Risk Factors,” which begins on page 44, for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors.

The Financial Projections are attached hereto as Exhibit E and incorporated herein by reference. Based upon the Financial Projections, the Debtors believe that they will be a viable operation following the Chapter 11 Cases and that the Plan will meet the feasibility requirements of the Bankruptcy Code.

D. Acceptance by Impaired Classes

The Bankruptcy Code requires, as a condition to confirmation, except as described in the following section, that each class of claims or equity interests impaired under a plan, accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such a class is not required.⁵

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in a number of allowed claims in that class, counting only those claims that have actually voted to accept or to reject the plan. Thus, a class of Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number of the Allowed Claims in such class that vote on the Plan actually cast their ballots in favor of acceptance.

Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired equity interests as acceptance by holders of at least two-thirds in amount of allowed interests in that class, counting only those interests that have actually voted to accept or to reject the plan. Thus, a Class of Interests will have voted to accept the Plan only if two-thirds in amount of the Allowed Interests in such class that vote on the Plan actually cast their ballots in favor of acceptance.

Pursuant to Article III.E of the Plan, if a Class contains Claims eligible to vote and no holders of Claims eligible to vote in such Class vote to accept or reject the Plan, the holders of such Claims in such Class shall be deemed to have accepted the Plan.

⁵  A class of claims is “impaired” within the meaning of section 1124 of the Bankruptcy Code unless the plan (a) leaves unaltered the legal, equitable and contractual rights to which the claim or equity interest entitles the holder of such claim or equity interest or (b) cures any default, reinstates the original terms of such obligation, compensates the holder for certain damages or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.

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E. Confirmation Without Acceptance by All Impaired Classes

Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it; provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as a “cramdown” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan.

If any Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors may request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan or any Plan Supplement document, including the right to amend or modify the Plan or any Plan Supplement document to satisfy the requirements of section 1129(b) of the Bankruptcy Code.

1. No Unfair Discrimination

The “unfair discrimination” test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a plan. The test does not require that the treatment be the same or equivalent, but that treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims or interests of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. A plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.

2. Fair and Equitable Test

The “fair and equitable” test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100 percent of the amount of the allowed claims in the class. As to the dissenting class, the test sets different standards depending upon the type of claims or equity interests in the class.

The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured so that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. With respect to the fair and equitable requirement, no Class under the Plan will receive more than 100 percent of the amount of Allowed Claims or Interests in that Class. The Debtors believe that the Plan and the treatment of all Classes of Claims or Interests under the Plan satisfy the foregoing requirements for nonconsensual Confirmation of the Plan.

F. Valuation of the Debtors

In conjunction with formulating the Plan and satisfying its obligations under section 1129 of the Bankruptcy Code, the Debtors determined that it was necessary to estimate the post-Confirmation going concern value of the Debtors. Accordingly, the Debtors, with the assistance of Evercore, produced the Valuation Analysis that is set forth in Exhibit F attached hereto and incorporated herein by reference. As set forth in the Valuation Analysis, the Debtors’ going concern value is substantially less than the aggregate amount of its funded-debt obligations. Accordingly, the Valuation Analysis further supports the Debtors conclusion that the treatment of Classes under the Plan is fair and equitable and otherwise satisfies the Bankruptcy Code’s requirements for confirmation.

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XI. CERTAIN SECURITIES LAW MATTERS

The Debtors believe that the New Common Stock and the options or other equity awards (and any New Common Stock underlying such awards) to be issued pursuant to the Management Incentive Plan will be “securities,” as defined in section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and any applicable state securities law (a “Blue Sky Law”). The Debtors further believe that the offer, sale, issuance, and initial distribution of the New Common Stock by Reorganized McDermott International, Inc. pursuant to the Plan is exempt from federal and state securities registration requirements under various provisions of the Securities Act, the Bankruptcy Code, and any applicable state Blue Sky Law as described in more detail below. The New Common Stock underlying the Management Incentive Plan will be issued pursuant to a registration statement or another available exemption from registration under the Securities Act and other applicable law.

A. Issuance of Securities under the Plan

As discussed herein, the Plan provides for the offer, issuance, sale, and distribution by Reorganized McDermott International, Inc. of the New Common Stock (the “1145 Securities”).

Section 1145 of the Bankruptcy Code provides that Section 5 of the Securities Act and any state law requirements for the issuance of a security do not apply to the offer or sale of stock, options, warrants, or other securities by a debtor if (a) the offer or sale occurs under a plan of reorganization, (b) the recipients of the securities hold a claim against, an interest in, or claim for administrative expense against, the debtor, and (c) the securities are issued in exchange for a claim against or interest in a debtor or are issued principally in such exchange or partly for cash and property. The Debtors believe that the issuance of the 1145 Securities, and all shares of New Common Stock that constitute 1145 Securities, in exchange for the Claims and Interests described above satisfy the requirements of section 1145(a) of the Bankruptcy Code.

Accordingly, no registration statement will be filed under the Securities Act or any state securities laws. Recipients of the New Common Stock are advised to consult with their own legal advisors as to the availability of any exemption from registration under the Securities Act and any applicable state Blue Sky Law.

B. Subsequent Transfers

The 1145 Securities may be freely transferred by most recipients following the initial issuance under the Plan, and all resales and subsequent transfers of the 1145 Securities are exempt from registration under the Securities Act and state securities laws, unless the holder is an “underwriter” with respect to such securities. Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as one who, except with respect to “ordinary trading transactions” of an entity that is not an “issuer”: (a) purchases a claim against, interest in, or claim for an administrative expense in the case concerning the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such claim or interest; (b) offers to sell securities offered or sold under a plan for the holders of such securities; (c) offers to buy securities offered or sold under a plan from the holders of such securities, if such offer to buy is (i) with a view to distribution of such securities and (ii) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (d) is an issuer of the securities within the meaning of section 2(a)(11) of the Securities Act. In addition, a person who receives a fee in exchange for purchasing an issuer’s securities could also be considered an underwriter within the meaning of section 2(a)(11) of the Securities Act.

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The definition of an “issuer” for purposes of whether a person is an underwriter under section 1145(b)(1)(D) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as “statutory underwriters” all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in section 2(a)(11) of the Securities Act, is intended to cover “Controlling Persons” of the issuer of the securities. “Control,” as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a “Controlling Person” of the debtor or successor, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities. In addition, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns ten percent or more of a class of securities of a reorganized debtor may be presumed to be a “Controlling Person” and, therefore, an underwriter.

Resales of 1145 Securities by entities deemed to be “underwriters” (which definition includes “Controlling Persons”) are not exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Under certain circumstances, holders of New Common Stock who are deemed to be “underwriters” may be entitled to resell their New Common Stock pursuant to the limited safe harbor resale provisions of Rule 144 of the Securities Act. Generally, Rule 144 of the Securities Act would permit the public sale of securities received by such Person if the required holding period has been met and, under certain circumstances, current information regarding the issuer is publicly available and volume limitations, manner of sale requirements and certain other conditions are met. Whether any particular Person would be deemed to be an “underwriter” (including whether the Person is a “Controlling Person”) with respect to the New Common Stock would depend upon various facts and circumstances applicable to that Person. Accordingly, the Debtors express no view as to whether any Person would be deemed an “underwriter” with respect to the New Common Stock and, in turn, whether any Person may freely resell New Common Stock.

Persons who receive securities under the Plan are urged to consult their own legal advisor with respect to the restrictions applicable under the federal or state securities laws and the circumstances under which securities may be sold in reliance on such laws. The foregoing summary discussion is general in nature and has been included in this Disclosure Statement solely for informational purposes. We make no representations concerning, and do not provide, any opinions or advice with respect to the Securities or the bankruptcy matters described in this Disclosure Statement. In light of the uncertainty concerning the availability of exemptions from the relevant provisions of federal and state securities laws, we encourage each recipient of securities and party in interest to consider carefully and consult with its own legal advisors with respect to all such matters. Because of the complex, subjective nature of the question of whether a security is exempt from the registration requirements under the federal or state securities laws or whether a particular recipient of securities may be an underwriter, we make no representation concerning the ability of a person to dispose of the securities issued under the Plan.

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C. New Common Stock & Management Incentive Plan.

The Confirmation Order shall authorize the board of the Reorganized McDermott International, Inc. to adopt and enter into the Management Incentive Plan, which shall (a) reserve exclusively for management employees the Management Incentive Plan Pool and (b) otherwise contain terms and conditions acceptable to the Debtors and the Required Consenting Term Lenders and as set forth in the Plan Supplement. Grants of such MIP Shares will dilute all of the New Common Stock outstanding at the time of such issuance. The New Common Stock is also subject to dilution in connection with the conversion of any other options, warrants, convertible securities or other securities that may be issued post-emergence.

D. Shares issuable pursuant to the Rights Offering.

Subscription rights to participate in the Rights Offering shall be distributed to Consenting Noteholders in accordance with the Restructuring Term Sheet and the Plan and the issuance of such subscription rights will be exempt from SEC registration under applicable law.

Because Consenting Noteholders will receive more securities on account of their Allowed Senior Notes Claims than the number of Rights Offering Shares received in the Rights Offering, the value of an Allowed Senior Notes Claim held by a Consenting Noteholder as implied by the value of distributions to be made under the Plan, exceeds the Cash value payable on account of such claim pursuant to the such Holders’ subscription rights (the “Subscription Rights”), Consenting Noteholders are receiving “principally” securities on account of their Allowed Senior Notes Claims under the Plan and are only “partly” receiving securities for Cash, all in accordance with section 1145(a)(1) of the Bankruptcy Code. Accordingly, the Debtors believe that the securities issued in the Rights Offering satisfy all the requirements of section 1145(a)(1) of the Bankruptcy Code and are, therefore, exempt from registration under the Securities Act and state securities laws (except with respect to an underwriter as described above). As a result, the value of the direct distributions being made to Consenting Noteholders exceeds the value of the capital being raised pursuant to the exercise of the Subscription Rights. Further, the size of the Rights Offering (both dollar amount and number of securities) will be less than the amount and number of securities issued on account of the Consenting Noteholders’ Allowed Senior Notes Claims.

On the Effective Date, Reorganized McDermott International, Inc. will consummate the Rights Offering. Unless otherwise expressly allowed in the Rights Offering or Rights Offering Procedures, the right to participate in the Rights Offering may not be sold, transferred, or assigned.

XII. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

A. Introduction

The following discussion summarizes certain U.S. federal income tax consequences of the implementation of the Plan to the Debtors, the Reorganized Debtors, and certain holders of Claims (each, a “Holder”) entitled to vote to accept or reject the Plan. It does not address the U.S. federal income tax consequences to Holders not entitled to vote on the Plan. This summary is based on the Internal Revenue Code of 1986, as amended (the “Tax Code”), U.S. Department of the Treasury regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, and published administrative rules and pronouncements of the Internal Revenue Service (the “IRS”), all as in effect on the date hereof (collectively, “Applicable Tax Law”). Changes to, or new interpretations of, the Applicable Tax Law may have retroactive effect and could significantly affect the U.S. federal income tax consequences described below. The lack of definitive judicial and administrative authority in a number of areas may also result in substantial uncertainty. No opinion of counsel has been obtained. The Debtors have not requested and do not intend to request any ruling or determination from the IRS or any other taxing authority with respect to the tax consequences discussed herein. The discussion below is not binding on the IRS or the courts. No assurance can be given that the IRS will not assert, or that a court will not sustain, a position that is different from any position discussed herein.

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This summary does not address foreign, state, local, estate, or gift tax consequences of the Plan (including such consequences to the Debtors or the Reorganized Debtors), nor does it purport to address all aspects of U.S. federal income tax that may be relevant to any Debtor, Reorganized Debtor, or Holder in light of its individual circumstances or to any Holder that may be subject to special tax rules or treatment (such as governmental authorities or agencies, persons who are not U.S. Holders (defined below), persons who are related to the Debtors within the meaning of the Tax Code, persons liable for alternative minimum tax or the base erosion and anti-abuse tax, persons whose functional currency is not the U.S. dollar, U.S. expatriates, broker–dealers, dealers and traders in securities, banks, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, tax-exempt organizations, controlled foreign corporations, passive foreign investment companies, pass-through entities (e.g., partnerships, subchapter S corporations), beneficial owners of pass-through entities, persons who hold Claims or who will hold any consideration to be received under the Plan as part of a straddle, hedge, conversion transaction, or other integrated investment, persons using a mark-to-market method of tax accounting, and persons who are themselves in bankruptcy). This summary also does not address: (1) any income tax consequences to a Holder that is a partnership; (2) any special arrangements or contractual rights that are not being received or entered into in respect of an underlying Claim, including the tax treatment of any backstop fees or similar arrangements (including any ramifications such agreements may have on the treatment of a Holder under the Plan); or (3) differences in tax consequences to Holders that act or receive consideration in a capacity other than as a Holder of a Claim (so the tax consequences for such Holders may differ materially from those described below).

This summary also does not address the U.S. federal income tax consequences to Holders (1) whose Claims are Unimpaired or otherwise entitled to payment in full in Cash under the Plan or (2) that are deemed to reject the Plan. The U.S. federal income tax consequences of the implementation of the Plan to the Debtors, the Reorganized Debtors, and Holders described below may also vary depending on the nature of any restructuring transactions the Debtors and/or Reorganized Debtors engage in.

This summary assumes that: (1) a Holder holds only Claims in a single Class and holds a Claim only as a capital asset (within the meaning of section 1221 of the Tax Code); (2) the various debt and other arrangements to which any Debtor is a party will be respected for U.S. federal income tax purposes in accordance with their form; and (3) the Claims constitute interests in the Debtors “solely as a creditor” for purposes of section 897 of the Tax Code.

For purposes of this discussion, a “U.S. Holder” is a Holder that is: (1) an individual citizen or resident of the United States for U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (4) a trust (a) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more United States persons (within the meaning of section 7701(a)(30) of the Tax Code) have authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person (within the meaning of section 7701(a)(30) of the Tax Code).

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If a partnership (or other entity treated as a pass-through entity for U.S. federal income tax purposes) is a Holder, the tax treatment of a partner (or other beneficial owner) generally will depend upon the status of the partner (or other beneficial owner) and the activities of the partner (or other beneficial owner) and the entity. Partners (or other beneficial owners) of partnerships (or other entities treated as pass-through entities for U.S. federal income tax purposes) that are Holders should consult their tax advisors regarding the U.S. federal income tax consequences of the Plan.

ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED ON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER. ALL HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME, ESTATE, AND OTHER TAX CONSEQUENCES OF THE PLAN.

B. Certain U.S. Federal Income Tax Consequences to the Debtors and the Reorganized Debtors

1. Characterization of Restructuring Transactions

Only certain of the Debtors are U.S. federal income taxpayers (the “U.S. Debtors”). McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. each (a) file a separate U.S. federal income tax return and (b) own 49.5% of Lummus Technology LLC. Lummus Technology LLC is taxed as partnership for U.S. federal income tax purposes, and its items of income and loss flow up to its owners. CBI US Holding Company, Inc. and its U.S. subsidiaries file a consolidated U.S. federal income tax return and own and operate the remainder of the Debtors’ U.S. business. McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. are the issuers of the Senior Notes.

The Technology Business Sale is expected to be treated as taxable sale of assets for U.S. federal income tax purposes. McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. expect to realize taxable gain or loss upon the transfer (or deemed transfer) of the assets in an amount equal to the difference between (a) the aggregate fair market value of the U.S. assets transferred or deemed transferred by such U.S. Debtors and (b) such U.S. Debtors’ aggregate tax basis in such assets. Gain, if any, would be offset by available net operating losses (“NOLs”) and certain other available tax attributes. The Debtors expect that the gain will exceed the NOLs available at McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and such excess will result in a cash tax obligation.

The Debtors estimate that, as of December 31, 2018, they together had approximately (a) $1,095.7 million of federal NOLs, (b) approximately $230.0 million of interest expense deductions that have been deferred under section 163(j) of the Tax Code (“163(j) Deductions”) and (c) approximately $67.0 million of tax credit carryforwards. Most of the NOLs, 163(j) Deductions and tax credit carryforwards are subject to significant limitations on use and availability under section 382 of the Tax Code as a result of prior Ownership Changes (as defined below). Calculations for losses incurred in 2019 are ongoing, and the Debtors estimate that they may generate additional losses in the 2020 tax year.

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2. Cancellation of Debt and Reduction of Tax Attributes

In general, absent an exception, a debtor will realize and recognize cancellation of indebtedness income (“CODI”) for U.S. federal income tax purposes if its outstanding indebtedness is satisfied for total consideration less than the amount of such indebtedness. In general, the amount of CODI is the excess of (a) the adjusted issue price of the satisfied indebtedness over (b) the sum of (i) the amount of Cash paid, (ii) the issue price of any new indebtedness of the debtor issued, and (iii) the fair market value of any other new consideration (including stock of the debtor or a party related to the debtor), in each case, given in satisfaction of such indebtedness at the time of the exchange.

Under section 108 of the Tax Code, a debtor is not required to include CODI in gross income (a) if the debtor is under the jurisdiction of a court in a case under chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that proceeding or (b) to the extent the debtor was insolvent immediately before the discharge. Instead, as a consequence of such exclusion, the debtor must reduce its tax attributes by the amount of CODI excluded from gross income pursuant to section 108 of the Tax Code. Such reduction in tax attributes occurs only after the taxable income (or loss) for the tax year of the debt discharge has been determined (including the amount of gain or loss recognized by the Debtors with respect to the sale of their assets in the Technology Business Sale). In general, tax attributes will be reduced in the following order: (a) NOLs and NOL carryforwards; (b) most tax credits; (c) capital loss carryovers; (d) tax basis in assets (including, in the case of a partner in a partnership, such partner’s outside basis in its partnership interest) but not below the amount of liabilities to which the debtor remains subject; (e) passive activity loss and credit carryovers; and (f) foreign tax credit carryovers. Alternatively, a debtor with CODI may elect to first reduce the basis of its depreciable assets pursuant to section 108(b)(5) of the Tax Code. However, a partner in a partnership may only make this election with respect to the portion of its outside basis attributable to depreciable assets if the partnership so consents. Any excess CODI over the amount of available tax attributes is not subject to U.S. federal income tax and generally has no other U.S. federal income tax impact.

As a result of the Restructuring Transactions, the U.S. Debtors expect to realize CODI with respect to the Senior Notes. The exact amount of CODI that will be realized by the Debtors will not be determinable until, at the earliest, consummation of the Plan. Because the Plan provides that certain Holders will receive non-Cash consideration, the amount of CODI, and accordingly the amount of tax attributes required to be reduced, will depend in part on the fair market value (or, in the case of debt instruments, the adjusted issue price) of the non-Cash consideration received, which cannot be known with certainty at this time. Little or no tax attributes are expected to remain at McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. following the Technology Business Sale. Any that do remain are expected to be reduced and eliminated as a result of the CODI triggered with respect to the Senior Notes. The U.S. tax attributes of the CBI US Holding Company, Inc. consolidated group are not expected to be reduced by CODI.

3. Limitation of NOL Carryforwards, 163(j) Deductions, and Other Tax Attributes

Following the Effective Date, the Debtors anticipate that any NOL carryforwards, 163(j) Deductions, capital loss carryovers, tax credit carryovers, and certain other tax attributes (such as losses and deductions that have accrued economically but are unrecognized as of an “ownership change” within the meaning of sections 382 and 383 of the Tax Code (an “Ownership Change”)) of the Reorganized Debtors that are not reduced according to the CODI rules and that are allocable to periods before the Effective Date (collectively, the “Pre-Change Losses”) may be subject to limitation under sections 382 and 383 of the Tax Code as a result of an Ownership Change of the Reorganized Debtors by reason of the transactions consummated pursuant to the Plan.

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Under section 382 of the Tax Code, if a corporation undergoes an Ownership Change, the amount of its Pre-Change Losses that may be utilized to offset future taxable income is generally subject to an annual limitation. Section 383 of the Tax Code applies a similar limitation to capital loss carryforwards and tax credits. The rules of sections 382 and 383 of the Tax Code are complicated, but as a general matter, the Debtors anticipate that the distribution of the New Common Stock pursuant to the Plan will result in an Ownership Change of the Reorganized Debtors for these purposes and that the Reorganized Debtors’ use of Pre-Change Losses and tax credits will be subject to limitation unless an exception to the general rules of sections 382 and 383 of the Tax Code applies.

Under section 382 of the Tax Code, if a corporation (or consolidated group) has a net unrealized built-in loss at the time of an Ownership Change (taking into account most assets and items of “built-in” income and deductions), then generally built-in losses (including amortization or depreciation deductions attributable to such built-in losses) recognized during the following five years (up to the amount of the original net unrealized built-in loss) will be treated as Pre-Change Losses and similarly will be subject to the annual limitation. In general, a corporation’s (or consolidated group’s) net unrealized built-in loss will be deemed to be zero unless it is greater than the lesser of (a) $10,000,000 and (b) 15 percent of the fair market value of its assets (with certain adjustments) before the Ownership Change.

(a) General Section 382 Annual Limitation

In general, the annual limitation to which a corporation that undergoes an Ownership Change would be subject is equal to the product of (i) the fair market value of the corporation’s stock immediately before the Ownership Change (with certain adjustments) and (ii) the “long-term tax-exempt rate” (which is the highest of the adjusted federal long-term rates in effect for any month in the three-calendar-month period ending with the calendar month in which the Ownership Change occurs, which is 1.59 percent for January 2020). The section 382 limitation may be increased to the extent the Reorganized Debtors recognize certain built-in gain in their assets during the five-year period following the Ownership Change or are treated as recognizing built-in gains pursuant to the safe harbors provided in IRS Notice 2003-65 but only to the extent the Debtors have net unrealized built-in gain at the time of the Ownership Change. Section 383 of the Tax Code applies a similar limitation to capital loss carryforwards and tax credits. Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent tax year. However, as discussed below, special rules may apply in the case of a corporation that experiences an Ownership Change as the result of a bankruptcy proceeding.

Notwithstanding the rules described above, if after an Ownership Change, a debtor corporation and its subsidiaries do not continue the debtor corporation’s historic business or use a significant portion of its historic business assets in a new business for two years after the Ownership Change, the annual limitation resulting from the Ownership Change is zero.

(b) Special Bankruptcy Exceptions

Special rules may apply in the case of a corporation that experiences an Ownership Change as a result of a bankruptcy proceeding. An exception to the foregoing annual limitation rules generally applies when “qualified creditors” of a debtor corporation in chapter 11 receive, in respect of their Claims, at least 50 percent of the vote and value of the stock of the reorganized debtor corporation (or a controlling corporation if also in chapter 11) pursuant to a confirmed chapter 11 plan (the “382(l)(5) Exception”). Ownership must meet the requirements of Section 1504(a)(2) of the Tax Code (as modified by Section 385(l)(5)(A)(ii) of the Tax Code) in order for a debtor to be treated as a controlled corporation. Under the 382(l)(5) Exception, Pre-Change Losses would not be limited on an annual basis, but, instead, NOL carryforwards would be reduced by the amount of any interest deductions claimed during the three tax years preceding the effective date of the Plan and during the part of the tax year prior to and including the effective date of the Plan, in respect of all debt converted into stock in the reorganization. If the 382(l)(5) Exception applies and the Reorganized Debtors undergo another Ownership Change within two years after the Effective Date, then the Reorganized Debtors’ Pre-Change Losses effectively would be eliminated in their entirety. The 382(l)(5) Exception is only expected to apply with respect to McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc., as the other U.S. Debtors are not controlled corporations of the reorganized debtor corporations in which “qualified creditors” receive stock, and most of the Pre-Change Losses of McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. are expected to be utilized in the Technology Business Sale.

If the 382(l)(5) Exception is not applicable to a corporation in bankruptcy (either because the debtor does not qualify for it or the debtor otherwise elects not to use the 382(l)(5) Exception), a second special rule will generally apply (the “382(l)(6) Exception”). Under the 382(l)(6) Exception, the annual limitation is calculated by reference to the lesser of (1) the value of the debtor corporation’s new stock (with certain adjustments) immediately after the Ownership Change and (2) the value of such debtor corporation’s assets (determined without regard to liabilities) immediately before the Ownership Change. This differs from the ordinary rule that requires the fair market value of a debtor corporation that undergoes an Ownership Change to be determined before the events giving rise to the change. The 382(l)(6) Exception also differs from the 382(l)(5) Exception in that under the 382(l)(6) Exception, the debtor corporation is not required to reduce its NOL carryforwards by the amount of interest deductions claimed within the prior three-year period, and the debtor corporation may undergo an Ownership Change within two years without triggering elimination of its Pre-Change Losses. The resulting limitation would be determined under the regular rules for an Ownership Change. However, similar to the 382(l)(5) Exception, the 382(l)(6) Exception is only expected to result in an increase to the annual limitation with respect to McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc., as those are the only U.S. Debtors that are expected to have an increase in value as a result of debt converting into equity in the reorganization.

If an Ownership Change is triggered on the Effective Date, the Debtors may not be eligible for the 382(l)(5) Exception. Alternatively, the Reorganized Debtors may decide to affirmatively elect out of the 382(l)(5) Exception so that the 382(l)(6) Exception instead applies. Regardless of whether the Reorganized Debtors take advantage of the 382(l)(5) Exception or the 382(l)(6) Exception, the Reorganized Debtors’ use of their Pre-Change Losses after the Effective Date may be adversely affected if an Ownership Change within the meaning of section 382 of the Tax Code were to occur after the Effective Date.

C. Certain U.S. Federal Income Tax Consequences to U.S. Holders of Certain Claims Entitled to Vote

The following discussion assumes the Debtors will undertake the Restructuring Transactions currently contemplated by the Plan. U.S. Holders are urged to consult their tax advisors regarding the tax consequences of the Restructuring Transactions.

1. U.S. Federal Income Tax Consequences to U.S. Holders of Allowed Class 5 Claims, Allowed Class 6A Claims, Allowed Class 6B Claims, Allowed Class 6C Claims, Allowed 6D Claims, Allowed Class 7 Claims, Allowed Class 8 Claims, or Allowed Class 9 Claims

(a) U.S. Holders of Allowed Class 5 Claims on Account of Funded 2021 Letters of Credit, Allowed Class 6A Claims on Account of Funded 2023 Letters of Credit, Allowed Class 6B Claims on Account of Revolving Loans or Funded Revolving LCs, Allowed Class 6C Claims, Allowed Class 6D Claims Unpaid as of the Effective Date, or Allowed Class 8 Claims on Account of Funded Lloyds Letters of Credit

Pursuant to the Plan, each U.S. Holder of an Allowed Class 5 Claim on account of funded 2021 Letters of Credit, an Allowed Class 6A Claim on account of funded 2023 Letters of Credit, an Allowed Class 6B Claim on account of Revolving Loans or funded Revolving LCs, an Allowed Class 6C Claim, an Allowed Class 6D Claim unpaid as of the Effective Date, or an Allowed Class 8 Claim on account of funded Lloyds Letters of Credit shall receive Cash, take back senior secured term loans under the Take-Back Facility, and New Common Stock in full and final satisfaction, settlement, release, and discharge of and in exchange for such Claim of such U.S. Holder, except to the extent different treatment is agreed to by the Reorganized Debtors and such U.S. Holder.

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The U.S. federal income tax consequences to a U.S. Holder of an Allowed Class 5 Claim on account of funded 2021 Letters of Credit, an Allowed Class 6A Claim on account of funded 2023 Letters of Credit, an Allowed Class 6B Claim on account of Revolving Loans or funded Revolving LCs, an Allowed Class 6C Claim, an Allowed Class 6D Claim unpaid as of the Effective Date, or an Allowed Class 8 Claim on account of funded Lloyds Letters of Credit will depend, in part, on whether such surrendered Claim constitutes a “security” of MDR for U.S. federal income tax purposes.

The term “security” is not defined under the Tax Code or the Treasury Regulations. Whether a debt instrument constitutes a security for U.S. federal income tax purposes is determined based on all the relevant facts and circumstances, but most authorities have held that the length of the term of a debt instrument is an important (but not dispositive) factor in determining whether such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that the instrument is a security. Numerous other factors could be taken into account in determining whether a debt instrument is a security, including the security for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable, or contingent, and whether such payments are made on a current basis or accrued. Due to the inherently factual nature of the determination, U.S. Holders are urged to consult their tax advisors regarding the status of their Claims as securities and how much, if any, of their Secured Creditor Pro Rata Shares of the Secured Creditor Funded Debt Distribution are treated as securities for U.S. federal income tax purposes. This discussion assumes that the take back senior secured term loans under the Take-Back Facility will be treated as a “security” under the Tax Code and the Treasury Regulations.

If a U.S. Holder’s Claim described above is not treated as a security, or if the issuer of the New Common Stock is not MDR or a new entity treated as a successor to MDR under section 381 of the Tax Code, then a U.S. Holder of such Claim will be treated as exchanging such Claim for such U.S. Holder’s Secured Creditor Pro Rata Share of Cash, take back senior secured term loans under the Take-Back Exit Facility, and New Common Stock in a taxable exchange under section 1001 of the Tax Code. Subject to the rules regarding

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accrued but untaxed interest, such U.S. Holder should recognize gain or loss equal to the difference between (a) the sum of (i) the amount of Cash received, (ii) the issue price of its take back senior secured term loans under the Take-Back Facility, and (iii) the fair market value New Common Stock received and (b) such U.S. Holder’s adjusted basis, if any, in such Claim. The character of such gain as capital gain or ordinary income will be determined by a number of factors, including the tax status of the U.S. Holder, the rules regarding accrued but untaxed interest and market discount, and whether and to what extent the U.S. Holder had previously claimed a bad debt deduction with respect to the Claim. If recognized gain or loss is capital in nature, it generally would be long-term capital gain if the U.S. Holder held the Claim for more than one year at the time of the exchange. Subject to the rules regarding accrued but untaxed interest, a U.S. Holder’s tax basis in its take back senior secured term loans under the Take-Back Facility and New Common Stock should equal the fair market value of such take back senior secured term loans under the Take-Back Facility and such New Common Stock as of the date such U.S. Holder receives such items. A U.S. Holder’s holding period for such take back senior secured term loans under the Take-Back Facility and such New Common Stock should begin on the day following the date it receives such items.

If a U.S. Holder’s Claim described above is treated as a security, and the New Common Stock is issued by MDR or an entity treated as its successor under section 381 of the Tax Code, then such U.S. Holder will not recognize loss but will recognize gain equal to the lesser of (X) the excess of (a) the sum of (i) the amount of Cash received, (ii) the issue price of its take back senior secured term loans under the Take-Back Facility, and (iii) the fair market value New Common Stock received over (b) such U.S. Holder’s adjusted basis, if any, in such Claim; and (Y) the amount of Cash received. The character of such gain, if any, as capital gain or ordinary income will be determined by a number of factors, including the tax status of the U.S. Holder, the rules regarding accrued but untaxed interest and market discount, and whether and to what extent the U.S. Holder had previously claimed a bad debt deduction with respect to the Claim. If recognized gain or loss is capital in nature, it generally would be long-term capital gain if the U.S. Holder held the Claim for more than one year at the time of the exchange. Subject to the rules regarding accrued but untaxed interest, a U.S. Holder’s tax basis in its take back senior secured term loans under the Take-Back Facility and New Common Stock should equal such Holder’s basis in its Claim, increased by any gain recognized and decreased by the amount of any Cash received, allocated between the its take back senior secured term loans under the Take-Back Facility and New Common Stock based on their relative fair market value. Such U.S. Holder’s holding period in its Claim should carry over to both its take back senior secured term loans under the Take-Back Facility and New Common Stock.

(b) U.S. Holders of Allowed Class 5 Claims on Account of Unfunded 2021 Letters of Credit, Allowed Class 6A Claims on Account of Unfunded 2023 Letters of Credit, Allowed Class 6B Claims on Account of Unfunded Revolving LCs, or Allowed Class 8 Claims on Account of Unfunded Lloyds Letters of Credit

Pursuant to the Plan, each U.S. Holder of an Allowed Class 5 Claim on account of unfunded 2021 Letters of Credit, an Allowed Class 6A Claim on account of unfunded 2023 Letters of Credit, an Allowed Class 6B Claim on account of unfunded Revolving LCs, or an Allowed Class 8 Claim on account of unfunded Lloyds Letters of Credit shall receive participation in the Roll-Off LC Exit Facility in an amount equal to such Claim of such U.S. Holder in full and final satisfaction, settlement, release, and discharge of and in exchange for such Claim, except to the extent different treatment is agreed to by the Reorganized Debtors and such U.S. Holder.

U.S. income tax treatment of an Allowed Class 5 Claim on account of unfunded 2021 Letters of Credit, an Allowed Class 6A Claim on account of unfunded 2023 Letters of Credit, an Allowed Class 6B Claim on account of unfunded Revolving LCs, or an Allowed Class 8 Claim on account of unfunded Lloyds Letters of Credit is unclear. If Holders of such Claims previously treated any payments received with respect to such Claims as option payments not taken into income, the payments previously received should now be included in the income of the Holder. If the Holders of the Claims in this Section XII(C)(1)(b) have tax basis in such Claims including basis resulting from purchasing such Claims from other lenders, the exchange of such Claims should allow such Holders to recognize gain or loss equal to the difference between their basis (if any) in such Claims and the fair market value (if any) in such Holders rights with respect to unfunded obligations under the Roll-Off LC Exit Facility. It is unlikely that an Allowed Class 5 Claim on account of unfunded 2021 Letters of Credit, an Allowed Class 6A Claim on account of unfunded 2023 Letters of Credit, an Allowed Class 6B Claim on account of unfunded Revolving LCs, or an Allowed Class 8 Claim would be treated as securities. Holders are urged to consult their tax advisors as to the character of such Claims.

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(c) U.S. Holders of Allowed Class 7 Claims

Pursuant to the Plan, each U.S. Holder of an Allowed Class 7 Claim outstanding as of the Effective Date shall be deemed to reissue its Cash Secured Letters of Credit under the Senior Exit LC Facility, which shall be secured by the same cash collateral that secured the Cash Secured Letters of Credit prior to the Petition Date, in full and final satisfaction, settlement, release, and discharge of and in exchange for such Claim of such U.S. Holder, except to the extent different treatment is agreed to by the Reorganized Debtors and such U.S. Holder. U.S. income tax treatment of an Allowed Class 7 Claim on account of Cash Secured Letters of Credit is unclear. If Holders of such Claims previously treated any payments received with respect to such Claims as option payments not taken into income, the payments previously received should now be included in the income of the Holder. If the Holders of the Claims in this Section XII(C)(1)(c) have tax basis in such Claims including basis resulting from purchasing such Claims from other investors, the exchange of such Claims should allow such Holders to recognize gain or loss equal to the difference between their basis (if any) in such Claims and the fair market value (if any) in such Holders rights with respect to unfunded obligations under the Senior Exit LC Facility. It is unlikely that Claims with respect to the Cash Secured Letters of Credit would be treated as securities. Holders are urged to consult their tax advisors as to the character of such Claims.

(d) U.S. Holders of Allowed Class 9 Claims

If Class 9 votes to accept the Plan, in full and final satisfaction, settlement, release, and discharge of and in exchange for such Claim of such U.S. Holder, except to the extent different treatment is agreed to by the Reorganized Debtors and such U.S. Holder, each U.S. Holder of an Allowed Class 9 Claim shall receive New Common Stock and New Warrants, and Consenting Noteholders will also receive rights to participate in the Rights Offering (the “Rights”).

Each U.S. Holder of an Allowed Class 9 Claim will be treated as exchanging such Claim for New Common Stock and New Warrants, and Consenting Noteholders will be treated as also receiving Rights, in a taxable exchange under section 1001 of the Tax Code. Subject to the rules regarding accrued but untaxed interest, such U.S. Holder should recognize gain or loss equal to the difference between (a) the fair market value of the New Common Stock, New Warrants and Rights received (to the extent Rights are actually received) and (b) such U.S. Holder’s adjusted basis, if any, in such Claim. The character of such gain as capital gain or ordinary income will be determined by a number of factors including the tax status of the U.S. Holder, the rules regarding accrued but untaxed interest and market discount, and whether and to what extent the U.S. Holder had previously claimed a bad debt deduction with respect to the Claim. If recognized gain or loss is capital in nature, it generally would be long-term capital gain if the U.S. Holder held its Claim for more than one year at the time of the exchange. Subject to the rules regarding accrued but untaxed interest, a U.S. Holder’s tax basis in any New Common Stock, New Warrants and Rights received (to the extent Rights are actually received) should equal the fair market value of such New Common Stock, New Warrants and Rights (to the extent Rights are actually received) as of the date such property is distributed to the U.S. Holder. The holding period for any New Common Stock, New Warrants and Rights received should begin on the day following the date on which the U.S. Holder receives such New Common Stock, New Warrants and Rights.

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2. Accrued Interest (and OID)

A portion of the consideration received by a U.S. Holder may be attributable to accrued but untaxed interest on its Claim. Such amount should be taxable to the U.S. Holder as ordinary interest income if such accrued interest has not been previously included in the U.S. Holder’s gross income for U.S. federal income tax purposes. To the extent any amount received by a U.S. Holder of a surrendered Claim under the Plan is attributable to accrued but untaxed interest or original issue discount (“OID”) on debt instruments constituting the surrendered Claim, such amount should be taxable to the U.S. Holder as ordinary interest income. Conversely, a U.S. Holder may be able to recognize a deductible loss to the extent any accrued interest on its Claim was previously included in the U.S. Holder’s gross income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point.

If the fair market value of the consideration received pursuant to the Plan is not sufficient to fully satisfy all principal and interest on Allowed Claims, the extent to which such consideration will be attributable to accrued but untaxed interest on the debt constituting the surrendered Claim is unclear. Under the Plan, the aggregate consideration to be distributed to U.S. Holders of Allowed Claims in each Class will be allocated first to the principal amount of Allowed Claims, with any excess allocated to untaxed interest that accrued on such Claims, if any. Certain legislative history indicates that an allocation of consideration between principal and interest in a chapter 11 plan of reorganization is binding for U.S. federal income tax purposes, while certain Treasury Regulations treat payments as allocated first to accrued but untaxed interest. The IRS could take the position that the consideration received by a U.S. Holder should be allocated in a way other than as provided in the Plan. U.S. Holders are urged to consult their tax advisors regarding the proper allocation of the consideration received by them in satisfaction of their Claims under the Plan between principal and accrued but untaxed interest.

A U.S. Holder’s tax basis in any non-Cash consideration attributable to accrued but untaxed interest (or OID) on debt instruments constituting a surrendered Claim should equal the fair market value of such non-Cash consideration as of the date such property is received by to such U.S. Holder. A U.S. Holder’s holding period in any non-Cash consideration should begin on the day following the date it receives such non-Cash consideration.

3. Market Discount

Under the “market discount” provisions of the Tax Code, some or all of any gain realized by a U.S. Holder of an Allowed Claim that exchanges the Allowed Claim for an amount of cash, new loans, and/or New Common Stock may be treated as ordinary income (instead of capital gain) to the extent of the market discount on the debt instruments constituting the exchanged Allowed Claim. In general, a debt instrument is considered to have been acquired with market discount if it is acquired other than on original issue and if the U.S. Holder’s adjusted tax basis in the debt instrument is less than (a) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or (b) in the case of a debt instrument issued with original issue discount, its adjusted issue price, by at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity).

Any gain recognized by a U.S. Holder on the taxable disposition of an Allowed Claim acquired with market discount should be treated as ordinary income to the extent of the market discount that accrued thereon while such Claim was considered to be held by the U.S. Holder (unless the U.S. Holder elected to include market discount in income as it accrued). To the extent an Allowed Claim that was acquired with market discount is exchanged in a tax-free transaction for other property, any market discount that accrued on such Allowed Claim (i.e., up to the time of the exchange) but that was not recognized by the U.S. Holder is carried over to the property received therefor and any gain recognized on the subsequent sale, exchange, redemption, or other disposition of the property is treated as ordinary income to the extent of the accrued but unrecognized market discount. U.S. Holders should consult their tax advisors concerning the application of the market discount rules to their Claims.

Section 451 of the Tax Code was enacted in 2017 and generally would require accrual method U.S. Holders that prepare an “applicable financial statement” (as defined in section 451 of the Tax Code) to include certain items of income (such as market discount) no later than the time such amounts are reflected on such a financial statement. The application of this rule to income of a debt instrument with market discount is effective for tax years beginning after December 31, 2018. However,

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the IRS announced in Notice 2018-80 that it intends to issue proposed Treasury Regulations confirming that taxpayers may continue to defer market discount income for tax purposes until there is a payment or sale at a gain. Accordingly, although market discount may have to be included in income currently as it accrues for financial accounting purposes, taxpayers may continue to defer the income for U.S. federal income tax purposes. U.S. Holders are urged to consult their tax advisors concerning the application of the market discount rules to their Claims.

4. Issue Price

The determination of “issue price” for purposes of the analysis herein will depend, in part, on whether the debt instruments and other property issued to a Holder or the Claims surrendered under the Plan are traded on an “established securities market” at any time during the 31-day period ending fifteen (15) days after the Effective Date. In general, a debt instrument (or the stock or securities exchanged therefor) will be treated as traded on an established market if: (a) there is a sale price reasonably available within a reasonable period of time after the sale; (b) it appears on a system of general circulation that provides a reasonable basis to determine fair market value; or (c) in certain situations the price quotations are readily available from dealers, brokers, or traders. The issue price of a debt instrument that is traded on an established market (or that is issued for stock or securities so traded) would be the fair market value of such debt instrument (or such stock or securities so traded) on the issue date as determined by such trading. The issue price of a debt instrument that is neither so traded nor issued for stock or securities so traded would be its stated principal amount (provided that the interest rate on the debt instrument exceeds the applicable federal rate published by the IRS).

5. Medicare Tax

Certain U.S. Holders that are individuals, estates, or trusts are required to pay an additional 3.8 percent tax on, among other things, gain from the sale or other disposition of capital assets. U.S. Holders that are individuals, estates, or trusts are urged to consult their tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of any consideration to be received under the Plan.

6. Limitation on Use of Capital Losses

A U.S. Holder of an Allowed Claim that recognizes capital losses as a result of distributions under the Plan will be subject to limits on the use of such capital losses. For a non-corporate U.S. Holder, capital losses may be used to offset capital gains (without regard to holding periods) and ordinary income to the extent of the lesser of (a) $3,000 ($1,500 for married individuals filing separate returns) and (b) the excess of the capital losses over the capital gains. A non-corporate U.S. Holder may carry over unused capital losses and apply them to capital gains and a portion of its ordinary income for an unlimited number of years. For corporate U.S. Holders, losses from the sale or exchange of capital assets may only be used to offset capital gains. A corporate U.S. Holder that has more capital losses than can be used in a tax year may be allowed to carry over the excess capital losses for use in succeeding tax years. Corporate U.S. Holders may only carry over unused capital losses for (a) the five years following the capital loss year and (b) the three years preceding the capital loss year.

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7. U.S. Federal Income Tax Consequences to U.S. Holders Owning and Disposing of New Common Stock

(a) Dividends on New Common Stock

Any distributions made on account of the New Common Stock will constitute dividends for U.S. federal income tax purposes to the extent of the current and accumulated earnings and profits of the issuer of such New Common Stock as determined under U.S. federal income tax principles. “Qualified dividend income” received by an individual U.S. Holder is subject to preferential tax rates. To the extent a U.S. Holder receives distributions that would otherwise constitute dividends for U.S. federal income tax purposes but that exceed such current and accumulated earnings and profits, such distributions will be treated first as a non-taxable return of capital reducing such U.S. Holder’s basis in its shares of the New Common Stock. Any such distributions in excess of the U.S. Holder’s basis in its shares (determined on a share-by-share basis) generally will be treated as capital gain.

Subject to applicable limitations, distributions treated as dividends paid to corporate U.S. Holders generally will be eligible for the dividends-received deduction. However, the dividends-received deduction is only available if certain holding period requirements are satisfied. The length of time that a shareholder has held its stock is reduced for any period during which the shareholder’s risk of loss with respect to the stock is diminished by reason of the existence of certain options, contracts to sell, short sales, or similar transactions. In addition, to the extent a corporation incurs indebtedness that is directly attributable to an investment in the stock on which an applicable dividend is paid, all or a portion of the dividends-received deduction may be disallowed.

(b) Sale, Redemption, or Repurchase of New Common Stock

Unless a non-recognition provision applies, U.S. Holders generally will recognize capital gain or loss upon the sale, redemption, or other taxable disposition of the New Common Stock (except in the case of a disposition treated as a dividend under section 302 of the Tax Code). Such capital gain will be long-term capital gain if at the time of the sale, exchange, retirement, or other taxable disposition, the U.S. Holder has held the New Common Stock for more than one year. Long-term capital gain of an individual taxpayer generally is taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

8. U.S. Federal Income Tax Consequences to U.S. Holders Owning and Disposing of Take Back Senior Secured Term Loans Under the Take-Back Facility

(a) Interest on Take Back Senior Secured Term Loans Under the Take-Back Facility

This discussion assumes that the take back senior secured term loans under the Take-Back Facility will be issued with no more than a de minimis amount of OID, if any, for U.S. federal income tax purposes. Stated interest on take back senior secured term loans under the Take-Back Facility generally will be taxable to a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with the U.S. Holder’s usual method of accounting for tax purposes.

(b) Sale, Redemption, or Repurchase of Take Back Senior Secured Term Loans Under the Take-Back Facility

Unless a non-recognition provision applies and subject to the market discount rules discussed above, U.S. Holders generally will recognize capital gain or loss upon the sale, redemption, or other taxable disposition of take back senior secured term loans under the Take-Back Facility. Such capital gain will be long-term capital gain if at the time of the sale, exchange, retirement, or other taxable disposition, the U.S. Holder has held the take back senior secured term loans under the Take-Back Facility for more than one year. Long-term capital gain of an individual taxpayer generally is taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

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9. Ownership, Exercise, and Disposition of New Warrants

A U.S. Holder that elects to exercise the New Warrants will be treated as purchasing, in exchange for its New Warrants and the amount of Cash funded by the U.S. Holder to exercise the New Warrants, the New Common Stock it is entitled to purchase pursuant to the New Warrants. Such a purchase will generally be treated as the exercise of an option under general tax principles, and as such a U.S. Holder should not recognize income, gain, or loss for U.S. federal income tax purposes when it exercises the New Warrants. A U.S. Holder’s aggregate tax basis in the New Common Stock will equal the sum of (a) the amount of Cash paid by the U.S. Holder to exercise its New Warrants and (b) such U.S. Holder’s tax basis in its New Warrants immediately before the New Warrants are exercised. A U.S. Holder’s holding period in the New Common Stock will begin on the day after the exercise date of the New Warrants.

Under section 305 of the Tax Code, certain transactions that have the effect of increasing the proportionate interest of a shareholder or warrant holder (treating warrants as stock for this purpose) in the corporation’s assets are treated as creating deemed distributions to such shareholder or warrant holder in respect of such “stock” interest. Any deemed distribution will be taxed and reported to the IRS in the same manner as an actual distribution on stock and thus could potentially be taxable as a dividend (in whole or in part), despite the absence of any actual payment of cash (or property) to the U.S. Holder in connection with such distribution.

A U.S. Holder that elects not to exercise the New Warrants and instead allows the New Warrants to lapse may be entitled to claim a capital loss upon expiration of the New Warrants in an amount equal to the amount of tax basis allocated to the New Warrants, subject to any limitations on such U.S. Holder’s ability to utilize capital losses. Such U.S. Holders are urged to consult their tax advisors as to the tax consequences of either electing to exercise or electing not to exercise the New Warrants.

If a U.S. Holder sells its New Warrants in a taxable transaction, such U.S. Holder will recognize gain or loss upon such sale in an amount equal to the difference between the amount realized upon such sale and the U.S. Holder’s tax basis in the New Warrants. Such gain or loss will be treated as gain or loss from the sale or exchange of property that has the same character as the New Common Stock to which the New Warrants relate would have had in the hands of the U.S. Holder if such stock had been acquired by the U.S. Holder upon exercise. If such sale gives rise to capital gain or loss to the U.S. Holder, such gain or loss will be long-term or short-term in character based upon the length of time such U.S. Holder has held its New Warrants.

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10. Treatment of Rights Under the Rights Offering 

U.S. Holders who elect not to exercise their Rights may be entitled to claim a (likely short-term capital) loss equal to amount of tax basis allocated to the unexercised Rights they receive. See the discussion on limitations with respect to capital losses above. Such Holders are urged to consult with their own tax advisors as to the tax consequences of electing not to exercise the Rights they receive. For a Holder electing to exercise their Rights, such a Holder will be treated as purchasing, in exchange for its Rights and the amount of Cash funded by the Holder to exercise its Rights, the New Common Stock it is entitled to pursuant to the terms of the exercised Rights. Any such a purchase will generally be treated as the exercise of an option under general tax principles, and as such a Holder should not recognize income, gain or loss for U.S. federal income tax purposes on the exercise. A Holder’s tax basis in the New Common Stock received pursuant to the exercise will equal the sum of the amount of Cash paid by the Holder to exercise its Rights plus such Holder’s tax basis in its Rights immediately before the exercise. A Holder’s holding period for the New Common Stock received on the Effective Date pursuant to the exercise should begin on the day following the Effective Date.

D. Information Reporting and Back-Up Withholding

The Debtors, the Reorganized Debtors, and applicable withholding agents will withhold all amounts required by law to be withheld from payments of interest and dividends, whether in connection with distributions under the Plan or in connection with payments made on account of consideration received pursuant to the Plan. The Debtors, the Reorganized Debtors, and any applicable reporting agent will comply with all applicable information reporting requirements of the Tax Code. In general, information reporting requirements may apply to distributions or payments under the Plan. Additionally, under the backup withholding rules, a Holder may be subject to backup withholding (currently at a rate of 24 percent) with respect to distributions or payments made pursuant to the Plan unless such Holder (1) comes within certain exempt categories (which generally include corporations) and, when required, demonstrates that fact or (2) timely provides a correct taxpayer identification number and certifies under penalty of perjury that the taxpayer identification number is correct and that the Holder is not subject to backup withholding (generally in the form of a properly executed IRS Form W-9 for a U.S. Holder. Backup withholding is not an additional tax but an advance payment that may be refunded to the extent it results in an overpayment of tax, provided that the required information is timely provided to the IRS.

In addition, from an information reporting perspective, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including certain transactions that result in the taxpayer claiming a loss in excess of specified thresholds. Each Holder is urged to consult its tax advisor regarding these regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require disclosure on such Holder’s tax returns.

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THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO IT OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

[Remainder of page intentionally left blank.]

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XIII. RECOMMENDATION

In the opinion of the Debtors, the Plan is preferable to all other available alternatives and provides for a larger distribution to the Debtors’ creditors than would otherwise result in any other scenario. Accordingly, the Debtors recommend that holders of Claims entitled to vote on the Plan vote to accept the Plan and support Confirmation of the Plan.

Dated: January 21, 2020	McDermott International, Inc. on behalf of itself and all other Debtors
	/s/ John R. Castellano
	John R. Castellano Chief Transformation Officer McDermott International, Inc.

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Exhibit A

Plan of Reorganization

IN THE UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

	)
In re:	)	Chapter 11
	)
MCDERMOTT INTERNATIONAL, INC., et al.,1	)	Case No. 20-[_____] (___)
	)
Debtors.	)	(Joint Administration Requested)
	)

JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION

OF MCDERMOTT INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES

THIS CHAPTER 11 PLAN IS BEING SOLICITED FOR ACCEPTANCE OR REJECTION IN ACCORDANCE WITH
SECTION 1125 OF THE BANKRUPTCY CODE AND WITHIN THE MEANING OF SECTION 1126 OF THE
BANKRUPTCY CODE. THIS CHAPTER 11 PLAN WILL BE SUBMITTED TO THE BANKRUPTCY COURT FOR
APPROVAL FOLLOWING SOLICITATION AND THE DEBTORS’ FILING FOR CHAPTER 11 BANKRUPTCY.

JACKSON WALKER L.L.P.	KIRKLAND & ELLIS LLP
Matthew D. Cavenaugh (TX Bar No. 24062656)	KIRKLAND & ELLIS INTERNATIONAL LLP
Jennifer F. Wertz (TX Bar No. 24072822)	Joshua A. Sussberg, P.C. (pro hac vice pending)
Kristhy M. Peguero (TX Bar No. 24102776)	Christopher T. Greco, P.C. (pro hac vice pending)
Veronica A. Polnick (TX Bar No. 24079148)	Anthony R. Grossi (pro hac vice pending)
1401 McKinney Street, Suite 1900	601 Lexington Avenue
Houston, Texas 77010	New York, New York 10022
Telephone: (713) 752-4200	Telephone:  (212) 446-4800
Facsimile:  (713) 752-4221	Facsimile:    (212) 446-4900
Email:        mcavenaugh@jw.com                    jwertz@jw.com                    kpeguero@jw.com                    vpolnick@jw.com	Email:          joshua.sussberg@kirkland.com                     christopher.greco@kirkland.com                      anthony.grossi@kirkland.com
	-and-
Proposed Co-Counsel to the Debtors
and Debtors in Possession	James H.M. Sprayregen, P.C.
	John R. Luze (pro hac vice pending)
	300 North LaSalle Street
	Chicago, Illinois 60654
	Telephone: (312) 862-2000
	Facsimile:  (312) 862-2200
	Email:        james.sprayregen@kirkland.com                   john.luze@kirkland.com
	Proposed Co-Counsel to the Debtors
	and Debtors in Possession
Dated: January 21, 2020

¹  A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ proposed claims and noticing agent at https://cases.primeclerk.com/McDermott. The location of Debtor McDermott International, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 757 North Eldridge Parkway, Houston, Texas 77079.

TABLE OF CONTENTS

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW		1
A.	Defined Terms	1
B.	Rules of Interpretation	17
C.	Computation of Time	18
D.	Governing Law	18
E.	Reference to Monetary Figures	18
F.	Reference to the Debtors or the Reorganized Debtors	19
G.	Controlling Document	19
H.	Consultation, Information, Notice, and Consent Rights	19
ARTICLE II. ADMINISTRATIVE CLAIMS, DIP CLAIMS, PRIORITY CLAIMS, AND RESTRUCTURING EXPENSES		19
A.	Administrative Claims	19
B.	DIP Claims	20
C.	Professional Claims	20
D.	Priority Tax Claims	21
E.	Payment of Restructuring Expenses, Consent Fee	21
ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS		22
A.	Classification of Claims and Interests	22
B.	Treatment of Claims and Interests	23
C.	Special Provision Governing Unimpaired Claims	28
D.	Elimination of Vacant Classes	28
E.	Voting Classes, Presumed Acceptance by Non-Voting Classes	29
F.	Intercompany Interests	29
G.	Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code	29
H.	Controversy Concerning Impairment	29
I.	Subordinated Claims	29
ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN		29
A.	General Settlement of Claims and Interests	29
B.	Restructuring Transactions	30
C.	Reorganized Debtors	30
D.	Technology Business Sale	30
E.	Sources of Consideration for Plan Distributions	32
F.	Corporate Existence	34
G.	Vesting of Assets in the Reorganized Debtors	34
H.	Cancellation of Existing Securities and Agreements	34
I.	Corporate Action	35
J.	New Organizational Documents	36
K.	Indemnification Obligations	36
L.	Directors and Officers of the Reorganized Debtors	36
M.	Effectuating Documents; Further Transactions	36
N.	Section 1146 Exemption	37
O.	Director and Officer Liability Insurance	37
P.	Management Incentive Plan	37
Q.	Employee and Retiree Benefits	38
R.	Preservation of Causes of Action	38
ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		39
A.	Assumption and Rejection of Executory Contracts and Unexpired Leases	39

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B.	Claims Based on Rejection of Executory Contracts or Unexpired Leases	40
C.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases	40
D.	Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired Leases	41
E.	Insurance Policies	41
F.	Reservation of Rights	41
G.	Nonoccurrence of Effective Date	41
H.	Employee Compensation and Benefits	41
I.	Contracts and Leases Entered Into After the Petition Date	42
ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS		42
A.	Distributions on Account of Claims Allowed as of the Effective Date	42
B.	Disbursing Agent	43
C.	Rights and Powers of Disbursing Agent	43
D.	Delivery of Distributions and Undeliverable or Unclaimed Distributions	43
E.	Manner of Payment	44
F.	Section 1145 Exemption	44
G.	Compliance with Tax Requirements	44
H.	Allocations	45
I.	No Postpetition Interest on Claims	45
J.	Foreign Currency Exchange Rate	45
K.	Setoffs and Recoupment	45
L.	Claims Paid or Payable by Third Parties	45
ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS		46
A.	Disputed Claims Process	46
B.	Allowance of Claims	46
C.	Claims Administration Responsibilities	47
D.	Adjustment to Claims or Interests without Objection	47
E.	Disallowance of Claims or Interests	47
F.	No Distributions Pending Allowance	47
G.	Distributions After Allowance	47
H.	No Interest	48
ARTICLE VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS		48
A.	Discharge of Claims and Termination of Interests	48
B.	Release of Liens	48
C.	Releases by the Debtors	49
D.	Releases by the Releasing Parties	50
E.	Exculpation	51
F.	Injunction	52
G.	Protections Against Discriminatory Treatment	52
H.	Document Retention	52
I.	Reimbursement or Contribution	53
ARTICLE IX. CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN		53
A.	Conditions Precedent to the Effective Date	53
B.	Waiver of Conditions	54
C.	Effect of Failure of Conditions	54
D.	Substantial Consummation	55
ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN		55
A.	Modification and Amendments	55
B.	Effect of Confirmation on Modifications	55
C.	Revocation or Withdrawal of Plan	55

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ARTICLE XI. RETENTION OF JURISDICTION		55
ARTICLE XII. MISCELLANEOUS PROVISIONS		57
A.	Immediate Binding Effect	57
B.	Additional Documents	57
C.	Payment of Statutory Fees	57
D.	Statutory Committee and Cessation of Fee and Expense Payment	58
E.	Reservation of Rights	58
F.	Successors and Assigns	58
G.	Notices	58
H.	Term of Injunctions or Stays	59
I.	Entire Agreement	60
J.	Plan Supplement	60
K.	Nonseverability of Plan Provisions	60
L.	Votes Solicited in Good Faith	60
M.	Closing of Chapter 11 Cases	60
N.	Waiver or Estoppel	60
O.	Creditor Default	61

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INTRODUCTION

McDermott International, Inc. and the above-captioned debtors and debtors in possession (collectively, the “Debtors”), propose this joint prepackaged chapter 11 plan of reorganization (the “Plan”) for the resolution of the outstanding claims against, and equity interests in, the Debtors. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor. Holders of Claims or Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, risk factors, a summary and analysis of this Plan, the Restructuring Transactions, and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

ALL HOLDERS OF CLAIMS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms.

As used in this Plan, capitalized terms have the meanings set forth below.

“2018 Collateral Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as Collateral Agent in respect of the Credit Agreement, the 2021 LC Facility, and the Lloyds LC Facility.

“2021 LC Agreement” means that certain letter of credit agreement dated as of October 30, 2018 by and among certain of the Debtors as applicants and guarantors thereto, and the 2021 LC Administrative Agent, as may be amended, supplemented, or otherwise modified from time to time.

“2021 LC Administrative Agent” means Barclays Bank PLC, as administrative agent for the 2021 LC Agreement.

“2021 LC Facility” means the $230,000,000.00 senior secured letter of credit facility under the 2021 LC Agreement.

“2021 Letter of Credit Claims” means any Claim for obligations arising under, or relating to, the 2021 LC Facility, including Claims for all principal amounts outstanding, interest, fees, expenses, costs and other charges arising thereunder or related thereto.

“2021 Letters of Credit” means the letters of credit issued under the 2021 LC Facility.

“2023 LC Facility” means the $1,440,000,000.00 senior secured letter of credit facility under the Credit Agreement.

“2023 Letter of Credit Claims” means any Claim for obligations arising under, or relating to, the 2023 LC Facility, including Claims for all principal amounts outstanding, interest, fees, expenses, costs and other charges arising thereunder or related thereto.

“2023 Letters of Credit” means the letters of credit issued under the 2023 LC Facility.

“Achievement Target” means the (i) final, binding signed documentation reflecting (x) positive value adjustment of $235 million in projected gross profit and (y) $285 million in letter of credit relief and (ii) project cost savings of $560 million through the employment of risk mitigation strategies, in each case subject to the satisfaction of the Required Consenting Term Lenders and the Required Consenting Revolving Lenders in their sole discretion.

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“Additional Obligations” shall have the meaning specified in the DIP Credit Facility Term Sheet.

“Administrative Claim” means a Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 327, 328, 330, 365, 503(b), 507(a), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses of preserving the Estates and operating the businesses of the Debtors incurred on or after the Petition Date and through the Effective Date; (b) Allowed Professional Claims; and (c) all fees and charges assessed against the Estates under chapter 123 of the Judicial Code.

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

“Agents” means, collectively, the DIP Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the 2018 Collateral Agent, the Superpriority Revolving Administrative Agent, the Superpriority Term Loan Agent, the Superpriority Collateral Agent, and each administrative agent, collateral agent, trustee or other similar agent in respect of the Exit Facilities solely in its capacity as such.

“Allowed” means, as to a Claim or Interest, a Claim or Interest allowed under the Plan, under the Bankruptcy Code, or by a final order as applicable.

“Assumed Executory Contracts and Unexpired Leases Schedule” means the schedule of Executory Contracts and Unexpired Leases to be assumed by the Debtors pursuant to the Plan, which shall be included in the Plan Supplement, as the same may be amended, modified, or supplemented from time to time; provided that such schedule shall be in form and substance acceptable to the Required Consenting Lenders.

“Avoidance Actions” means any and all actual or potential avoidance, recovery, subordination, or other Claims, Causes of Action, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including Claims, Causes of Action, or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar local, state, federal, or foreign statutes and common law, including fraudulent transfer laws.

“Barclays Advisors” means Latham & Watkins LLP and any other local or foreign advisors.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended from time to time.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court, each, as amended from time to time.

“Bidding Procedures” means the procedures governing the auction and the Technology Business Sale, as approved by the Bankruptcy Court and as may be amended from time to time in accordance with their terms.

“Bilateral Facilities” means those certain bilateral facilities entered into by various Debtors and their affiliates and the individual lenders party thereto, including:

(a) that certain facility agreement (as amended), dated April 13, 2016, between McDermott International, Inc., as borrower, McDermott Middle East, Inc., McDermott Eastern Hemisphere, Ltd., McDermott Arabia Company Limited, as guarantors, and Abu Dhabi Commercial Bank PJSC, as lending bank;

(b) that certain credit facility agreement (as amended), dated April 30, 2018, between CBI Eastern Anstalt, as borrower, and Mashreqbank PSC, as lending bank;

(c) that certain credit agreement (as amended) dated as of July 19, 2018 between Arabian CBI Company Limited, as customer, McDermott International Inc., as guarantor, and Samba Financial Group, as lending bank;

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(d) that certain facility letter (as amended), dated as of January 29, 2018 between McDermott Middle East, Inc., and McDermott Eastern Hemisphere, Ltd., as applicants, McDermott International, Inc., as guarantor, and International Bank of Qatar, as lending bank;

(e) that certain reimbursement agreement for letters of credit or guarantees, dated July 30, 2015 between McDermott International, Inc., as applicant and Riyad Bank, as lending bank;

(f) that certain facility agreement between McDermott Middle East Inc., as borrower, McDermott International, Inc., as guarantor, and First Gulf Bank, as lending bank;

(g) that certain letter of credit reimbursement agreement (as novated), dated August 1, 2007 between J. Ray McDermott S.A., as applicant and Standard Chartered Bank, as lending bank;

(h) that certain master reimbursement agreement between J. Ray McDermott S.A., as applicant, McDermott International, Inc., as guarantor, and ICICI Bank Limited, as lending bank;

(i) that certain reimbursement agreement between Chicago Bridge and Iron Company, N.V., as customer, and Europe Arab Bank PLC, as lending bank;

(j) that certain credit facilities agreement, dated April 4, 2019 between McDermott Middle East, Inc. and McDermott Middle East, Inc. Panama, as borrowers, McDermott International, Inc., as guarantor, and Commercial Bank of Dubai PSC, as lending bank; and

(k) that certain indemnity and undertaking, dated as of June 28, 2019 between Comet II, B.V. as borrower and the Standard Bank of South African Limited as lending bank.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York.

“Business Plan” means the business plan for the Reorganized Debtors.

“Cash” means cash in legal tender of the United States of America and cash equivalents, including bank deposits, checks, and other similar items.

“Cash Management Bank” means any financial institution through which the Debtors have entered into “Cash Management Arrangements” (as defined in the Credit Agreement).

“Cash Secured LC Exit Facility” means a 4-year, cash secured letter of credit exit facility in an amount up to $371 million, and otherwise on terms satisfactory to the Required Consenting Lenders, and set forth in the Definitive Documents to be included in the Plan supplement.

“Cash Secured Letter of Credit Claims” means any Claim for obligations arising under, or relating to, the Cash Secured Letters of Credit, including Claims for all principal amounts outstanding, interest, fees, expenses, costs and other charges arising thereunder or related thereto.

“Cash Secured Letters of Credit” means the “Cash Secured Letters of Credit” issued under and on the terms set forth under the Credit Agreement.

“Cause of Action” or “Causes of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, controversies, proceedings, agreements, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law or in equity; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any Avoidance Action.

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“Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all the Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court.

“Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors.

“Claims and Balloting Agent” means Prime Clerk LLC, the notice, claims, and solicitation agent proposed to be retained by the Debtors in the Chapter 11 Cases.

“Claims Register” means the official register of Claims maintained by the Claims and Balloting Agent.

“Class” means a class of Claims or Interests as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code.

“CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing system.

“Company Party” has the meaning set forth in the Restructuring Support Agreement.

“Compensation and Benefits Programs” means all employment and severance agreements and policies, and all employment, compensation, and benefit plans, policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans, and programs of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and the employees, former employees and retirees of their subsidiaries, including all savings plans, retirement plans, health care plans, disability plans, severance benefit agreements, and plans, incentive plans, deferred compensation plans and life, accidental death, and dismemberment insurance plans.

“Confirmation” means the Bankruptcy Court’s entry of the Confirmation Order on the docket of the Chapter 11 Cases.

“Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

“Confirmation Hearing” means the hearing to be held by the Bankruptcy Court on confirmation of the Plan, pursuant to Bankruptcy Rule 3020(b)(2) and sections 1128 and 1129 of the Bankruptcy Code, as such hearing may be continued from time to time.

“Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code and approving the consummation of the Technology Business Sale.

“Consenting 2021 LC Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting 2023 LC Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Cash Secured LC Issuers” has the meaning set forth in the Restructuring Support Agreement.

“Consenting LC Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Lenders” has the meaning set forth in the Restructuring Support Agreement.

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“Consenting Noteholders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Revolving Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Stakeholders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Superpriority LC Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Superpriority Term Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consenting Term Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Consummation” means the occurrence of the Effective Date.

“Credit Agreement” means that certain credit agreement dated as of May 10, 2018, by and among certain of the Debtors as borrowers and guarantors thereto, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the Issuers (as defined in the Credit Agreement), and the lenders from time to time party thereto, as may be amended, supplemented, or otherwise modified from time to time.

“Credit Agreement Hedging Claims” means Claims in respect of Credit Agreement Hedging Obligations, which, for the avoidance of doubt, shall not include DIP Hedging Obligations.

“Credit Agreement Hedging Obligations” means mark-to-market obligations arising out of the termination of any “Hedging Obligations” (as defined under the Credit Agreement) prior to the Effective Date.

“Cure” means all amounts, including an amount of $0.00, required to cure any monetary defaults under any Executory Contract or Unexpired Lease (or such lesser amount as may be agreed upon by the parties under an Executory Contract or Unexpired Lease) that is to be assumed by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.

“D&O Liability Insurance Policies” means all insurance policies of any of the Debtors for directors’, managers’, and officers’ liability existing as of the Petition Date (including any “tail policy”) and all agreements, documents, or instruments relating thereto.

“Definitive Documents” means the documents listed in Section 3 of the Restructuring Support Agreement.

“DIP Agents” means the DIP LC Agent, the DIP Collateral Agent, and the DIP Term Loan Agent.

“DIP Cash Secured Letter of Credit Claim” means any Claim for obligations arising under, or relating to, the DIP Cash Secured LC Facility, including Claims for all principal amounts outstanding, interest, fees, expenses, costs and other charges arising thereunder or related thereto.

“DIP Cash Secured Letters of Credit” means the letters of credit issued pursuant to the DIP Cash Secured LC Facility.

“DIP Cash Secured LC Facility” means the cash secured letter of credit facility pursuant to which up to $100 million of the DIP Letter of Credit Facility may be allocated.

“DIP Claims” means all Claims (including adequate protection Claims) derived from, arising under, based upon, or secured pursuant to the DIP Credit Agreement, including all prepetition Claims rolled into the DIP Credit Facility and all other Claims in respect of principal amounts outstanding, interest, fees, expenses, costs, hedging obligations, and other charges arising thereunder or related thereto, in each case, with respect to the DIP Credit Facility.

“DIP Collateral Agent” means Crédit Agricole Corporate and Investment Bank in its capacity as collateral agent under the DIP Credit Agreement.

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“DIP Credit Agreement” means that certain superpriority secured debtor-in-possession credit agreement that governs the DIP Credit Facility (as may be amended, supplemented, or otherwise modified from time to time), among McDermott International, Inc., as parent, certain of the Debtors as borrowers, the lenders party thereto, the DIP Lenders, the DIP Letter of Credit Issuers, and the DIP Agents.

“DIP Credit Facility” means the superpriority committed credit facilities provided by the DIP Lenders, which includes the DIP Letter of Credit Facility, the DIP Term Loan Facility, the DIP Hedging Obligations, and any other obligations specified in the DIP Financing Orders.

“DIP Credit Facility Term Sheet” means the DIP Credit Facility Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet.

“DIP Financing Orders” means the interim order approving the DIP Credit Facility and the final order approving the DIP Credit Facility, to be filed and approved by the Bankruptcy Court in the Chapter 11 Cases.

“DIP Hedging Obligations” means all hedging obligations subject to or deemed incurred under the DIP Credit Facility (including for the avoidance of doubt all obligations in respect of the Debtors’ prepetition foreign currency hedging transactions and $500 million notional amount of interest rate hedging transactions rolled into the DIP credit facility pursuant to the DIP Financing Orders and the Hedging Orders).

“DIP LC Agent” means Crédit Agricole Corporate and Investment Bank in its capacity as letter of credit administrative agent under the DIP Credit Agreement.

“DIP LC Claim” means any Claim of a DIP Lender, a DIP Letter of Credit Issuer, or the DIP Agents arising under or relating to the DIP Letter of Credit Facility pursuant to the DIP Credit Agreement.

“DIP Lenders” means the lenders party to the DIP Credit Agreement with respect to the DIP Credit Facility.

“DIP Letter of Credit Facility” means the senior secured superpriority letter of credit facility plus interest, fees, and other amounts due in respect of the superpriority Letters of Credit (including the DIP Cash Secured LC Facility), provided under the DIP Credit Agreement and approved by the Bankruptcy Court pursuant to the DIP Financing Orders.

“DIP Letter of Credit Issuers” means the “Issuing Banks” under the DIP Credit Agreement.

“DIP Letters of Credit” means (i) the $543 million of new and incremental letters of credit to be provided under the DIP Letter of Credit Facility (including the DIP Cash Secured Letters of Credit) plus (ii) the DIP Roll-Up Letters of Credit.

“DIP Roll-Up Letters of Credit” means (i) those Superpriority Letters of Credit, including Claims for all reimbursement obligations outstanding, interest, fees, expenses, costs, and other charges arising thereunder or relating thereto, that are “rolled-up” and deemed issued under the DIP Letter of Credit Facility pursuant to the final DIP Financing Order and (ii) any obligations to be deemed outstanding under the DIP Letter of Credit Facility.

“DIP Roll-Up Term Loans” means the term loans outstanding under the Superpriority Term Loan Facility that upon entry of the final DIP Financing Order, shall be deemed to be issued under the DIP Term Loan Facility, including all of the Claims arising under, derived from, based upon, or secured pursuant to the Superpriority Credit Agreement, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, the Make Whole Amount, and other charges arising thereunder or related thereto, in each case, with respect to the Superpriority Term Loan Facility.

“DIP Term Loan Agent” means Barclays Bank PLC, in its capacity as term loan administrative agent under the DIP Credit Agreement.

“DIP Term Loan Claim” means any Claim of a DIP Lender or the DIP Agent arising under or relating to the DIP Term Loan Facility pursuant to the DIP Credit Agreement or the DIP Financing Orders.

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“DIP Term Loan Facility” means a superpriority term loan facility, comprised of up to $1.2 billion principal amount of New DIP Term Loans plus $800 million principal amount of the Superpriority Term Loans rolled into the DIP Term Loan Facility plus the Make Whole Amount plus the Additional Obligations and approved by the Bankruptcy Court pursuant to the DIP Financing Orders.

“DIP Term Loans” means the New DIP Term Loans and the DIP Roll-Up Term Loans.

“Disbursing Agent” means the Reorganized Debtors or the Entity or Entities selected by the Debtors or the Reorganized Debtors, as applicable, to make or facilitate distributions pursuant to the Plan.

“Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and schedules thereto, to be approved by the Confirmation Order.

“Disputed” means, as to a Claim or an Interest, any Claim or Interest: (a) that is not Allowed; (b) that is not disallowed by the Plan, the Bankruptcy Code, or a Final Order, as applicable; (c) as to which a dispute is being adjudicated by a court of competent jurisdiction in accordance with non-bankruptcy law; (d) that is Filed in the Bankruptcy Court and not withdrawn, as to which a timely objection or request for estimation has been Filed; and (e) with respect to which a party in interest has Filed a Proof of Claim or otherwise made a written request to a Debtor for payment, without any further notice to or action, order, or approval of the Bankruptcy Court.

“Distribution Date” means, except as otherwise set forth herein, the date or dates determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, with the first such date occurring on or as soon as is reasonably practicable after the Effective Date, upon which the Distribution Agent shall make distributions to holders of Allowed Claims entitled to receive distributions under the Plan.

“Distribution Record Date” means, other than with respect to publicly held Securities, the record date for purposes of making distributions under the Plan on account of Allowed Claims, which date shall be on or as soon as reasonably Practicable after the Effective Date. For the avoidance of doubt, no distribution record date shall apply to holders of public securities.

“Effective Date” means the date that is the first Business Day on which (a) no stay of the Confirmation Order is in effect and (b) all conditions precedent to the occurrence of the Effective Date set forth in Article IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable thereafter.

“Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

“Estate” means as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code upon the commencement of such Debtor’s Chapter 11 Case.

“Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq., as amended from time to time.

“Exculpated Parties” means collectively, and in each case in its capacity as such: (a) the Debtors; (b)

any official committees appointed in the Chapter 11 Cases and each of their respective members; (c) the Consenting Stakeholders and any affiliated Hedge Banks; (d) each Agent and the Senior Notes Trustee, and (e) with respect to each of the foregoing, such Entity and its current and former Affiliates, and such Entity’s and its current and former Affiliates’ current and former equity holders, subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals.

“Executory Contract” means a contract to which one or more of the Debtors is a party and that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

“Existing Common Equity Interests” means the common stock of McDermott, which is traded and quoted on the New York Stock Exchange under the symbol “MDR,” any and all outstanding and unexercised or unvested warrants, options, or rights to acquire such common stock existing prior to the Petition Date, and any Section 510(b) Claims.

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“Existing Preferred Equity Interests” means all outstanding 12% Redeemable Preferred Stock in McDermott, issued on November 29, 2018, and the Series A Preferred Stock of McDermott, issued on December 2, 2019, and any Section 510(b) Claims.

“Exit Facilities” means, collectively, the Term Loan Exit Facility, the Cash Secured LC Exit Facility, and the Exit LC Facilities, as applicable.

“Exit Facility Agents” means each of the administrative agents, trustees, or other similar agents under the Exit Facility Agreement, solely in its capacity as such.

“Exit Facility Agreement” means that certain agreement to provide the Exit Facilities, if any, dated as of the Effective Date, by and among the Reorganized Debtors party thereto as borrowers, Reorganized McDermott, the Exit Facility Agents, the issuing banks party thereto, and the lender parties thereto, which shall be included in the Plan Supplement.

“Exit Facility Documents” means, collectively, the Exit Facility Agreement, and any and all other agreements, documents, and instruments delivered or to be entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents, in each case if any, the terms of which documents shall be acceptable to the Debtors or the Reorganized Debtors, as applicable, and the Required Consenting Lenders.

“Exit LC Facilities” means the Super Senior Exit Facility, the Senior Exit LC Facility, and the Roll-Off LC Exit Facility.

“Federal Judgment Rate” means the federal judgment rate in effect as of the Petition Date.

“File,” “Filed,” or “Filing” means file, filed, or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

“Final Order” means an order or judgment of the Bankruptcy Court, or court of competent jurisdiction with respect to the subject matter that has not been reversed, stayed, modified, or amended, as entered on the docket in any Chapter 11 Case or the docket of any court of competent jurisdiction, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing will have been denied, resulted in no stay pending appeal of such order, or has otherwise been dismissed with prejudice; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not preclude such order from being a Final Order.

“Funded DIP Indebtedness” means indebtedness under the DIP Credit Facility in respect of the DIP Term Loans (which for the avoidance of doubt includes the Superpriority Term Loans rolled up into the DIP Credit Facility, but excludes any DIP Hedging Obligations) and the Additional Obligations.

“General Unsecured Claim” means any Unsecured Claim against a Debtor other than the Bilateral Facility Claims and the Senior Notes Claims.

“Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code.

“Hedge Bank” means, with respect to any Consenting Lender, either such Consenting Lender or an affiliate of such Consenting Lender that has entered into “Hedging Obligations” (as defined in the Credit Agreement) with the Debtors.

“Impaired” means with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

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“Insider” has the meaning set forth in section 101(31) of the Bankruptcy Code.

“Intercompany Claim” means any Claim held by a Debtor or an Affiliate against a Debtor or an Affiliate of a Debtor.

“Intercompany Interest” means an Interest in a Debtor held by a Debtor or an Affiliate of a Debtor.

“Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, performance shares, performance units, redemption rights, repurchase rights, convertible, exercisable or exchangeable Securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Debtor.

“Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001, as amended from time to time.

“Lloyds LC Bank” means Lloyds Bank PLC, as the Bank under the Lloyds Letter of Credit Agreement.

“Lloyds LC Facility” means the $127,000,000.00 senior secured letter of credit facility under the Lloyds Letter of Credit Agreement.

“Lloyds Letter of Credit Agreement” means that certain master agreement for stand-by letters of credit originally dated as of June 10, 2013 by and among Lloyds Bank plc (formerly known as Lloyds TSB Bank plc) and Comet II B.V., CB&I, LLC, Chicago Bridge and Iron Company B.V., CBI Services, LLC, CB&I UK Limited, CBI Constructors PTY LTD, CB&I Group Inc., and Woodlands International Insurance Ltd, as amended and restated May 10, 2018 in connection with the Business Combination (as defined therein) with McDermott and certain of its subsidiaries, as may be amended, supplemented, or otherwise modified from time to time.

“Lloyds Letter of Credit Claims” means any Claim for obligations arising under, or relating to, the Lloyds LC Facility, including Claims for all principal amounts outstanding, interest, fees, expenses, costs and other charges arising thereunder or related thereto.

“Lloyds Letters of Credit” means the letters of credit issued under the Lloyds LC Facility.

“Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.

“Liquidity Lender Steering Committee” means those certain institutions comprising the steering committee of lenders under the Superpriority Revolving Facility, the Revolving Credit Facility, and the 2023 LC Facility.

“Lummus Assets and Interests” means the Debtors’ rights, titles, and interests in the Lummus Debtors and related assets, as described in the Purchase Agreement.

“Lummus Debtors” means Lummus Technology LLC; McDermott Technology (2), B.V.; McDermott Technology (3), B.V.; OOO Lummus Technology; CB&I Lummus Engineering & Technology China Co. Ltd.; Lummus Technology Heat Transfer B.V. (Netherlands); Lummus Technology Heat Transfer B.V. (India); Lummus Novolen Technology GmbH; Novolen Technology Holdings C.V.; Lummus Technology B.V.; Lummus Gasification Technology Licensing LLC; Lummus Engineered Products, LLC; Lummus Technology International LLC; Lummus Technology Services LLC; Chemical Research and Licensing, LLC; Lummus Technology Ventures LLC; Catalytic Distillation Technologies; Lummus Technology Overseas LLC, Chevron Lummus Global LLC, and CLG Technical Services, LLC.

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“Make Whole Amount” means the make whole amount payable under Section 2.11(b) of the Superpriority Credit Agreement solely with respect to the tranches of the Superpriority Term Loan Facility that were funded prior to the Petition Date.

“Make Whole Tranche” means that certain tranche under the Super Senior Exit Facility in an amount equal to the portion of the Make Whole Amount remaining (if any) after applying the Technology Business Sale Proceeds and proceeds from the Rights Offering, subject to the terms of the Exit Facilities Term Sheet.

“Management Incentive Plan” has the meaning set forth in Article IV.P of the Plan.

“Management Incentive Plan Pool” has the meaning set forth in Article IV of the Plan.

“McDermott” means McDermott International, Inc. or any successor or assign, by merger, consolidation, or otherwise, prior to the Effective Date.

“New Board” means the board of directors of Reorganized McDermott. The identities of directors on the New Board shall be set forth in the Plan Supplement.

“New Common Stock” means, depending on the transaction structure and as detailed in the Restructuring Transactions Memorandum, common equity in one or more Reorganized Debtors.

“New DIP Term Loans” means the new money term loans to be provided under the DIP Term Loan Facility.

“New Organizational Documents” means the documents providing for corporate governance of the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, which shall be consistent with the Restructuring Support Agreement, (including Section 3.02 of the Restructuring Support Agreement), this Plan, and section 1123(a)(6) of the Bankruptcy Code (as applicable), and shall be included in the Plan Supplement.

“New Tranche A Warrants” means the 7-year warrants to purchase 10% of the New Common Stock at a strike price equal to (a) the Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) less (i) the proceeds of the Rights Offering, (ii) the aggregate amount of the loans evidenced by the Term Loan Exit Facility, and (iii) the Residual Prepetition Funded Secured Claims Pay Down, divided by (b) the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims minus an amount equal to (x) the aggregate proceeds of the Rights Offering divided by Plan Equity Value plus (y) the Prepetition Funded Secured Claims Excess Cash Adjustment.

“New Tranche B Warrants” means the 7-year warrants to purchase 10% of the New Common Stock at a strike price equal to (a) the Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) multiplied by 125%, less (i) the proceeds of the Rights Offering, (ii) the aggregate amount of the loans evidenced by the Term Loan Exit Facility, and (iii) the Residual Prepetition Funded Secured Claims Pay Down, divided by (b) the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims minus an amount equal to (x) the aggregate proceeds of the Rights Offering divided by Plan Equity Value and (y) the Prepetition Funded Secured Claims Excess Cash Adjustment.

“New Warrants” means, collectively, the New Tranche A Warrants and the New Tranche B Warrants.

“New Warrants Agreements” means those certain agreements providing for, among other things, the issuance and terms of the New Warrants, which shall be included in the Plan Supplement and in form and substance acceptable to the Required Consenting Lenders and the Required Consenting Noteholders. The New Warrants Agreements shall provide for full anti-dilution and Black-Scholes protection.

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“Other Prepetition Financing Claim” means any Secured Claim arising under:

(a) that certain facility agreement dated September 30, 2010 among McDermott, as guarantor, and its subsidiary NO 105 AS, as borrower, the BNP Paribas, in its capacity as facility agent and security agent, and the lenders party thereto, as may be amended, supplemented, or otherwise modified from time to time, to pay a portion of the construction costs of the NO 105;

(b) that certain receivables factoring agreement dated November 25, 2016 among J. Ray McDermott de Mexico S.A. de C.V. and the financing intermediaries thereto, as may be amended, supplemented, or otherwise modified from time to time; or

(c) that certain re-invoicing service agreement dated May 2019 among Bramid Outsource Limited, as service provider, McDermott, as parent, and CB&I LLC, as customer.

“Other Priority Claim” means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

“Other Secured Claim” means any Secured Claim other than a Revolving Credit Claim, a Term Loan Claim, a 2021 Letter of Credit Claim, a 2023 Letter of Credit Claim, a Lloyds Letter of Credit Claim, a Cash Secured Letter of Credit Claim, a Credit Agreement Hedging Claim, a Superpriority Term Loan Claim, a Superpriority Revolving Facility Claim, an Other Prepetition Financing Claim, a Bilateral Facility Claim, or a DIP Claim.

“Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

“Petition Date” means the date on which the Debtors commenced the Chapter 11 Cases.

“Plan Distribution” means a payment or distribution to holders of Allowed Claims, Allowed Interests, or other eligible Entities under this Plan.

“Plan Equity Value” means $2,352,000,000.

“Plan Objection Deadline” means the date the Bankruptcy Court establishes as the deadline to File an objection to Confirmation of the Plan.

“Plan Supplement” means the compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan (in each case, as may be altered, amended, modified, or supplemented from time to time in accordance with the terms hereof and in accordance with the Bankruptcy Code and Bankruptcy Rules) to be Filed prior to the Confirmation Hearing, and any additional documents Filed prior to the Effective Date as amendments to the Plan Supplement, including the following, as applicable: (a) the New Organizational Documents; (b) to the extent known, the identities of the members of the New Board; (c) the Assumed Executory Contracts and Unexpired Leases Schedule; (d) the Rejected Executory Contracts and Unexpired Leases Schedule; (e) the Schedule of Retained Causes of Action; (f) the Exit Facility Documents; (g) the definitive documentation related to the Management Incentive Plan; (h) the Restructuring Transactions Memorandum; (i) the New Warrants Agreements; and (j) to the extent available, the form of any Technology Business Sale Documents distributed by the Debtors to potentially interested parties, if any. The Debtors shall have the right to alter, amend, modify, or supplement the documents contained in the Plan Supplement up to the Effective Date as set forth in this Plan and in accordance with the Restructuring Support Agreement (and subject to the applicable consent rights thereunder).

“Prepetition Funded Secured Claims” means Claims in respect of (i) the Term Loans and the Revolving Loans, (ii) any funded Prepetition Secured Letters of Credit, and (iii) the Credit Agreement Hedging Claims, but excluding any amounts being rolled into the DIP Credit Facility.

“Prepetition Funded Secured Claims Excess Cash Adjustment” has the meaning set forth in Article IV.0.4 of the Plan.

“Prepetition Secured Letters of Credit” means the 2021 Letters of Credit, the 2023 Letters of Credit, the Revolving LCs, the Lloyds Letters of Credit, and the Cash Secured Letters of Credit.

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“Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

“Pro Rata” means the proportion that an Allowed Claim or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or Allowed Interests in that Class, unless otherwise indicated.

“Professional” means an Entity: (a) employed pursuant to a Bankruptcy Court order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

“Professional Amount” means the aggregate amount of Professional Claims and other unpaid fees and expenses that the Professionals estimate they have incurred or will incur in rendering services to the Debtors as set forth in Article II.C of the Plan.

“Professional Claim” means a Claim by a professional seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code.

“Professional Escrow Account” means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Amount.

“Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

“Purchase Agreement” means, solely with respect to the Technology Business Sale, the share and asset purchase agreement between the Debtors and the Purchaser.

“Purchaser” means one or more Entities that are the purchasers with respect to the Technology Business Sale.

“Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, that the Claim or Interest shall not be discharged hereunder and the holder’s legal, equitable, and contractual rights on account of such Claim or Interest shall remain unaltered by Consummation in accordance with section 1124(1) of the Bankruptcy Code.

“Rejected Executory Contracts and Unexpired Leases Schedule” means the schedule of Executory Contracts and Unexpired Leases to be rejected by the Debtors pursuant to the Plan, which schedule shall be included in the Plan Supplement, as the same may be amended, modified, or supplemented from time to time; provided that such schedule shall be in form and substance acceptable to the Required Consenting Lenders.

“Related Party” means, collectively, current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, predecessors, participants, successors, assigns, subsidiaries, affiliates, managed accounts or funds, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, heirs, executors, and assigns, and other professionals, in each case solely in their capacities as such, together with their respective past and present directors, officers, shareholders, partners, members, employees, agents, attorneys, representatives, heirs, executors and assigns, in each case solely in their capacities as such.

“Released Claims” means any Claims or Interests that have been released, discharged, or are subject to exculpation pursuant to this Plan.

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“Released Parties” means, collectively, and in each case in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Company Party; (d) each DIP Lender and each DIP Letter of Credit Issuer; (e) each Agent; (f) the Senior Notes Trustee; (g) each Consenting Stakeholder; (h) each Hedge Bank; (i) each Cash Management Bank; (j) each lender under the Superpriority Credit Agreement, Credit Agreement, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement; (k) each holder of an Obligation (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (l) each holder of an Obligation (as defined in the Credit Agreement) under the Credit Agreement; (m) each Issuer (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (n) each Issuer (as defined in the Credit Agreement) under the Credit Agreement; (o) the Term Loan Ad Hoc Group, the Liquidity Lender Steering Committee, and the Senior Notes Ad Hoc Group; (p) each current and former Affiliate of each Entity in clause (a) through (o); and (q) each Related Party of each Entity in clause (a) through (o); provided that any holder of a Claim or Interest that opts out of the releases shall not be a “Released Party.”

“Releasing Parties” means, collectively, and in each case in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Company Party; (d) each DIP Lender and each DIP Letter of Credit Issuer; (e) each Agent; (f) the Senior Notes Trustee; (g) each Consenting Stakeholder; (h) each Hedge Bank; (i) each Cash Management Bank; (j) each lender under the Superpriority Credit Agreement, Credit Agreement, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement; (k) each holder of an Obligation (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (l) each holder of an Obligation (as defined in the Credit Agreement) under the Credit Agreement; (m) each Issuer (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (n) each Issuer (as defined in the Credit Agreement) under the Credit Agreement; (o) the Term Loan Ad Hoc Group, the Liquidity Lender Steering Committee, and the Senior Notes Ad Hoc Group; (p) all holders of Claims or Interests that vote to accept or are deemed to accept the Plan; (q) all holders of Claims or Interests that abstain from voting on the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases provided in the Plan; (r) all holders of Claims or Interests that vote to reject the Plan or are deemed to reject the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases provided in the Plan; (s) each current and former Affiliate of each Entity in clause (a) through (r); and (t) each Related Party of each Entity in clause (a) through (r).

“Reorganized Debtors” means collectively, a Debtor, or any successor or assign thereto, by merger, consolidation, or otherwise, on and after the Effective Date, including any new entity established in connection with the implementation of the Restructuring Transactions.

“Reorganized McDermott” means McDermott, or any successor or assign, by merger, consolidation, or otherwise, on or after the Effective Date.

“Required Consenting LC Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Required Consenting Lender” has the meaning set forth in the Restructuring Support Agreement.

“Required Consenting Noteholders” has the meaning set forth in the Restructuring Support Agreement.

“Required Consenting Revolving Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Required Consenting Stakeholders” has the meaning set forth in the Restructuring Support Agreement.

“Required Consenting Term Lenders” has the meaning set forth in the Restructuring Support Agreement.

“Residual Prepetition Funded Secured Claims Pay Down” has the meaning set forth in Article IV.D.4 of the Plan.

“Restructuring Expenses” means the prepetition and postpetition reasonable and documented fees and expenses of the Revolving and LC Administrative Agent Advisors, the Term Loan Ad Hoc Group Advisors, the Senior Notes Ad Hoc Group Advisors, the Barclays Advisors, and the advisors of the Senior Notes Trustee, including local and foreign counsel (in each case, in accordance with the terms of their respective engagement letters with their respective clients, if any).

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“Restructuring Term Sheet” means the Restructuring Term Sheet attached as Exhibit A to the Restructuring Support Agreement.

“Restructuring Transactions” means any transaction and any actions as may be necessary or appropriate to effect a corporate restructuring of the Debtors’ and the Reorganized Debtors’ respective businesses or a corporate restructuring of the overall corporate structure of the Debtors on the terms set forth in the Plan, Restructuring Support Agreement, and Restructuring Transactions Memorandum, including the issuance of all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan, one or more inter-company mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, or other corporate transactions, as described in Article IV.B of the Plan.

“Restructuring Transactions Memorandum” means a document, in form and substance acceptable to the Required Consenting Lenders, to be included in the Plan Supplement that will set forth the material components of the Restructuring Transactions, including the identity of the issuer or issuers of the New Common Stock and any elections that must be made with respect to the receipt of the New Common Stock.

“Restructuring Support Agreement” means that certain Restructuring Support Agreement, dated as of January 20, 2020, by and among the Debtors and the Consenting Stakeholders, as may be further amended, modified, or supplemented from time to time, in accordance with its terms.

“Revolving and LC Administrative Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Revolving Credit Facility and the 2023 LC Facility.

“Revolving and LC Administrative Agent Advisors” means Linklaters LLP, Bracewell LLP and FTI Consulting, Inc., as advisors to the DIP LC Agent, the DIP Collateral Agent, the Revolving and LC Administrative Agent, 2018 Collateral Agent, the Superpriority Revolving Administrative Agent and the Superpriority Collateral Agent, and any other local or foreign advisors.

“Revolving Credit” means the Revolving LCs and the Revolving Loans.

“Revolving Credit Facility” means the senior secured revolving credit facility under the Credit Agreement.

“Revolving LC Claims” means any Claim for obligations arising under, or relating to, the Revolving LCs issued under the Revolving Credit Facility, including Claims for all principal amounts outstanding, interest, fees, expenses, costs and other charges arising thereunder or related thereto.

“Revolving LCs” means the letters of credit issued under and on the terms set forth under the Revolving Credit Facility.

“Revolving Lenders” means the lenders under the Revolving Credit Facility.

“Revolving Loans” means the revolving loans issued under and on the terms set forth under the Revolving Credit Facility.

“Rights Offering” means a rights offering providing for the Consenting Noteholders with the right to purchase up to $150 million of the New Common Stock otherwise earmarked for the holders of Prepetition Funded Secured Claims valued at the Plan Equity Value in connection with the Restructuring Transactions and in accordance with the Rights Offering Procedures and Section 12 of the Restructuring Support Agreement.

“Rights Offering Procedures” means the procedures governing the Rights Offering, as approved by the Bankruptcy Court.

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“Rights Offering Shares” means the shares of New Common Stock issued in accordance with the Rights Offering and subject to the terms of the Rights Offering Procedures and the Restructuring Support Agreement.

“Roll-Off LC Exit Facility” means a senior secured letter of credit exit facility pursuant to which each outstanding Prepetition Secured Letter of Credit will be deemed issued on the Effective Date, ranked junior to the Senior Exit LC Facility, and otherwise on terms satisfactory to the Required Consenting Lenders, and set forth in the Definitive Documents to be included in the Plan Supplement.

“Schedule of Retained Causes of Action” means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

“Section 510(b) Claim” means any Claim or Interest against a Debtor subject to subordination under section 510(b) of the Bankruptcy Code, whether by operation of law or contract.

“Secured Claim” means a Claim: (a) secured by a valid, perfected, and enforceable Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

“Secured Creditor Equity Distribution” means 94% of the New Common Stock less the percentage of New Common Stock to be turned over on account of (i) the Prepetition Funded Secured Claims Excess Cash Adjustment and (ii) the Rights Offering, and subject to dilution on account of the Management Incentive Plan, and the New Warrants.

“Secured Creditor Funded Debt Distribution” means (a) Cash in an amount equal to the Residual Technology Business Sale Proceeds; (b) Cash in an amount equal to any proceeds of the Rights Offering; (c) the Secured Creditor Equity Distribution; and (d) the new term loans evidenced by the Term Loan Exit Facility.

“Secured Creditor Pro Rata Share” means with respect to any recipient of any distribution from the Secured Creditor Funded Debt Distribution under the Plan, such recipient’s pro rata share thereof measured by reference to the aggregate amount of: (a) all Allowed Term Loan Claims, (b) all Allowed Revolving Credit Claims consisting of (x) all Revolving Loans and (y) funded Revolving LCs, (c) all Allowed 2021 Letter of Credit Claims consisting of funded 2021 Letters of Credit, (d) all Allowed 2023 Letter of Credit Claims consisting of funded 2023 Letters of Credit, (e) all Allowed Lloyds Letter of Credit Claims consisting of funded Lloyds Letters of Credit, and (f) all Credit Agreement Hedging Claims consisting of Credit Agreement Hedging Obligations, that are not being rolled into the DIP Credit Facility, in each case as of the date of such distribution.

“Secured Letter of Credit Cap” has the meaning ascribed to it in the Exit Facilities Term Sheet.

“Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a–77aa, or any similar federal, state, or local law, as now in effect or hereafter amended, and the rules and regulations promulgated thereunder.

“Security” means any security, as defined in section 2(a)(1) of the Securities Act.

“Senior Exit LC Facility” means a 4-year, senior secured letter of credit exit facility in an amount up to $1.326 billion, ranked junior to the Super Senior Exit Facility, on terms satisfactory to the Debtors or the Reorganized Debtors, as applicable, and otherwise on terms satisfactory to the Required Consenting Lenders and set forth in the Definitive Documents to be included in the Plan Supplement; provided that the amount of the Senior Exit LC Facility shall be reduced dollar-for-dollar for each Prepetition Secured Letter of Credit that is drawn and not reimbursed in full in Cash during or after the Chapter 11 Cases.

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“Senior Notes” means the 10.625% senior notes due 2024 issued by certain of the Debtors pursuant to the Senior Notes Indenture.

“Senior Notes Ad Hoc Group” means, collectively, those certain institutions comprising the ad hoc groups of holders of the Senior Notes represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP and Brown Rudnick LLP.

“Senior Notes Ad Hoc Group Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, Brown Rudnick LLP, Houlihan Lokey Capital, Inc., counsel to the Senior Notes Trustee, and any local or foreign advisors.

“Senior Notes Claims” means all principal and interest outstanding as of the Petition Date under the Senior Notes.

“Senior Notes Indenture” means that certain indenture dated as of April 18, 2018, by and among certain of the Debtors and the Senior Notes Trustee, as may be amended, supplemented, or otherwise modified from time to time.

“Senior Notes Trustee” means UMB Bank, N.A., in its capacity as trustee for the Senior Notes Indenture.

“Superpriority Agreement Agents” means the Superpriority Revolving Administrative Agent, the Superpriority Collateral Agent and the Superpriority Term Loan Agent.

“Superpriority Collateral Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as Collateral Agent under the Superpriority Credit Agreement.

“Superpriority Credit Agreement” means that certain superpriority senior secured credit agreement, dated October 21, 2019, between certain of the Debtors as borrowers and guarantors, a syndicate of lenders and letter of credit issuers, the Superpriority Term Loan Agent, and the Superpriority Revolving Administrative Agent, as amended from time to time.

“Superpriority Facility” means, collectively, the Superpriority Term Loan Facility and the Superpriority Revolving Facility.

“Superpriority Letters of Credit” means the superpriority letters of credit issued under the Superpriority Revolving Facility.

“Superpriority Revolving Administrative Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Superpriority Revolving Facility.

“Superpriority Revolving Facility” means the superpriority secured letter of credit facility under the Superpriority Credit Agreement.

“Superpriority Term Loan Agent” means Barclays Bank PLC in its capacity as administrative agent for the Superpriority Term Loan Facility.

“Superpriority Term Loan Facility” means the superpriority secured term loan credit facility under the Superpriority Credit Agreement.

“Superpriority Term Loans” means the superpriority term loans issued under and on the terms set forth under the Superpriority Term Loan Facility.

“Super Senior Exit Facility” means a 4-year, super senior secured exit facility consisting of a letter of credit facility in an amount of $743 million and the Make Whole Tranche (which Make Whole Tranche will be subordinate in right of payment to the obligations with respect to the letters of credit under the Super Senior Exit Facility on the terms provided therein), on terms satisfactory to the Required Consenting Lenders and set forth in the Definitive Documents to be included in the Plan Supplement.

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“Technology Business Sale” means a sale of the Lummus Assets and Interests under this Plan, pursuant to the Purchase Agreement, and to be agreed to or consummated by the Debtors on the Effective Date.

“Technology Business Sale Proceeds” means Cash proceeds received from the Technology Business Sale, net of (a) the reasonable transaction costs in connection with the Technology Business Sale, (b) taxes paid or reasonably estimated to be payable by the Debtors or Reorganized Debtors as a result of the Technology Business Sale, (c) any debt service payments due under the DIP Credit Agreement which are required to be repaid or otherwise becomes due in connection with the Technology Business Sale, and (d) payment of $210 million of prepetition accounts payable.

“Technology Business Sale Proceeds Waterfall” means the distribution waterfall for the Technology Business Sale Proceeds, as described in Article IV.D.3 of this Plan.

“Term Lenders” means the lenders under the Term Loan Facility.

“Term Loan Ad Hoc Group” means certain institutions comprising the ad hoc group of lenders in respect of the Superpriority Term Loans and the lenders in respect of the Term Loan Facility.

“Term Loan Ad Hoc Group Advisors” means Davis Polk & Wardwell LLP, Porter Hedges LLP, Centerview Partners, Inc., Ankura Consulting Group, LLC, and any other local or foreign advisors.

“Term Loan Claims” means any Claim for obligations arising under, or relating to, the Term Loan Facility.

“Term Loan Administrative Agent” means Barclays Bank PLC, in its capacity as administrative agent for the Term Loan Facility.

“Term Loan Exit Facility” means a 5-year senior secured term loan facility in an amount equal to $500 million of take-back debt, ranked pari passu with the Roll-Off LC Exit Facility, and otherwise on terms satisfactory to the Required Consenting Lenders, and set forth in Definitive Documents to be included in the Plan Supplement.

“Term Loan Exit Facility Lenders” means those lenders party to the Exit Facility Agreement.

“Term Loans” means the term loans issued and on the terms set forth under the Term Loan Facility.

“Term Loan Facility” means the senior secured term loan facility under the Credit Agreement.

“Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

“Unimpaired” means with respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

“Unsecured Claim” means any Claim that is not a Secured Claim.

“Voting Deadline” means, subject to the approval of the Bankruptcy Court, February 18, 2020, or such other date as ordered by the Bankruptcy Court.

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B. Rules of Interpretation.

For purposes of this Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; provided that nothing in this clause (2) shall affect any parties’ consent rights over any of the Definitive Documents or any amendments thereto, as provided for in the Restructuring Support Agreement; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the Plan or Confirmation Order, as applicable; (4) any reference to an Entity as a holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (14) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation”; (15) references to “Proofs of Claim,” “holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (16) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (17) all references herein to consent, acceptance, or approval may be conveyed by counsel for the respective parties that have such consent, acceptance, or approval rights, including by electronic mail.

C. Computation of Time.

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

D. Governing Law.

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws (other than section 5-1401 and section 5-1402 of the New York General Obligations Law), shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control), and corporate governance matters; provided that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in New York shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or the Reorganized Debtors, as applicable.

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E. Reference to Monetary Figures.

All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided herein.

F. Reference to the Debtors or the Reorganized Debtors.

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

G. Controlling Document.

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the terms of the relevant provision in the Plan Supplement shall control (unless stated otherwise in such Plan Supplement document or in the Confirmation Order). In the event of an inconsistency between the Confirmation Order and the Plan, the Confirmation Order shall control.

H. Consultation, Information, Notice, and Consent Rights.

Notwithstanding anything herein to the contrary, any and all consultation, information, notice, and consent rights of the parties to the Restructuring Support Agreement set forth in the Restructuring Support Agreement (including the exhibits thereto) with respect to the form and substance of this Plan, all exhibits to the Plan, and the Plan Supplement, and all other Definitive Documents (as defined in the Restructuring Support Agreement), including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference (including to the applicable definitions in Article I.A hereof) and fully enforceable as if stated in full herein.

Failure to reference the rights referred to in the immediately preceding paragraph as such rights relate to any document referenced in the Restructuring Support Agreement shall not impair such rights and obligations.

ARTICLE II.

ADMINISTRATIVE CLAIMS, DIP CLAIMS,

PRIORITY CLAIMS, AND RESTRUCTURING EXPENSES

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Claims, Professional Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III hereof.

A. Administrative Claims.

Unless otherwise agreed to by the holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, or otherwise provided for under the Plan or the Restructuring Support Agreement, each holder of an Allowed Administrative Claim (other than holders of Professional Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to the amount of such Allowed Administrative Claim in accordance with the following: (1) if an Administrative Claim is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if such Administrative Claim is not Allowed as of the Effective Date, no later than thirty (30) days after the date on which an order allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (3) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Administrative Claim without any further action by the holders of such Allowed Administrative Claim; (4) at such time and upon such terms as may be agreed upon by such holder and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in an order of the Bankruptcy Court.

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B. DIP Claims.

As set forth in Article IV.D of this Plan, certain of the Technology Business Sale Proceeds shall be used to pay Allowed DIP Claims (including Allowed DIP Claims with respect to the Make Whole Amount pursuant to the Technology Business Sale Proceeds Waterfall) outstanding on the Effective Date. Except to the extent that a holder of an Allowed DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each holder of an Allowed DIP Claim shall receive the following treatment:

(a) to the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall, each holder of an Allowed DIP Term Loan Claim (other than the Make Whole Amount, but including all principal, accrued and unpaid interest, fees and expenses and non-contingent indemnity claims) shall receive payment in full in Cash;

(b) to the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall or the proceeds of the Rights Offering, each holder of an Allowed DIP Term Loan Claim constituting the Make Whole Amount shall receive its Pro Rata share of the term loans arising under the Make Whole Tranche;

(c) to the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall, each holder of an Allowed DIP LC Claim with respect to drawn DIP Letters of Credit that have not been reimbursed in full in Cash as of the Effective Date shall receive payment in full in Cash;

(d) each holder of an Allowed DIP LC Claim (other than in respect of DIP Cash Secured Letters of Credit) shall receive participation in the Super Senior Exit Facility in an amount equal to each such holder’s DIP Letter of Credit Facility commitments;

(e) each holder of a DIP Cash Secured Letter of Credit Claim shall receive participation in the Cash Secured Exit LC Facility in an amount equal to such holder’s DIP Cash Secured Letter of Credit Claim; provided that any cash collateral in the DIP Cash Secured LC Account (as defined in the DIP Credit Facility Term Sheet) shall collateralize the Cash Secured LC Exit Facility; and

(f) all DIP Hedging Obligations shall be rolled into and deemed incurred under the Super Senior Exit Facility.

To the extent the Funded DIP Indebtedness is repaid in full prior to the Effective Date, the Debtors shall not make any payments to trade vendors for penalty interest payments (excluding, for the avoidance of doubt, customary liquidated damages to customers) unless such payments had otherwise been specified in the Approved Budget (as defined in the DIP Credit Agreement) or authorized pursuant to the DIP Financing Orders.

C. Professional Claims.

1. Final Fee Applications and Payment of Professional Claims.

All requests for payment of Professional Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be Filed no later than 45 days after the Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Court. The Reorganized Debtors shall pay Professional Claims in Cash in the amount the Bankruptcy Court allows, including from the Professional Escrow Account, which the Reorganized Debtors will establish in trust for the Professionals and fund with Cash equal to the Professional Amount on the Effective Date.

2. Professional Escrow Account.

On the Effective Date, the Reorganized Debtors shall, in consultation with the Required Consenting Lenders, establish and fund the Professional Escrow Account with Cash equal to the Professional Amount, which shall be funded by the Reorganized Debtors. The Professional Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors. The amount of Allowed Professional Claims shall be paid in Cash to the Professionals by the Reorganized Debtors from the Professional Escrow Account as soon as reasonably practicable after such Professional Claims are Allowed. When such Allowed Professional Claims have been paid in full, any remaining amount in the Professional Escrow Account shall promptly be paid to the Reorganized Debtors without any further action or order of the Bankruptcy Court.

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3. Professional Amount.

Professionals shall reasonably estimate their unpaid Professional Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date, and shall deliver such estimate to the Debtors no later than five days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of each Professional’s final request for payment in the Chapter 11 Cases. If a Professional does not provide an estimate, the Debtors or Reorganized Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

4. Post-Confirmation Fees and Expenses.

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred by the Debtors. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.

D. Priority Tax Claims.

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.

E. Payment of Restructuring Expenses, Consent Fee.

The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date, and noteholder consent fees payable under Section 12 of the Restructuring Support Agreement payable in Cash shall be paid in full in Cash on the Effective Date or as reasonably practicable thereafter (to the extent not previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Restructuring Support Agreement, without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, or without any requirement for Bankruptcy Court review or approval. All Restructuring Expenses and Cash consent fees to be paid on the Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be delivered to the Debtors at least two (2) Business Days before the anticipated Effective Date; provided that such estimates shall not be considered an admission or limitation with respect to such Restructuring Expenses. On or as soon as practicable after the Effective Date, final invoices for all Restructuring Expenses incurred prior to and as of the Effective Date shall be submitted to the Debtors. In addition, the Debtors and the Reorganized Debtors (as applicable) shall continue to pay pre- and post-Effective Date, when due Restructuring Expenses related to implementation, consummation, and defense of the Plan, whether incurred before, on, or after the Effective Date.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests.

This Plan constitutes a separate Plan proposed by each Debtor. Except for the Claims addressed in Article II hereof, all Claims and Interests are classified in the Classes set forth below in accordance with sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or an Interest, or any portion thereof, is classified in a particular Class only to the extent that any portion of such Claim or Interest fits within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest fits within the description of such other Classes. A Claim or an Interest also is classified in a particular Class for the purpose of receiving distributions under the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

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The classification of Claims and Interests against the Debtors pursuant to the Plan is as follows:

Class	Claims and Interests	Status	Voting Rights
Class 1	Other Secured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 2	Other Priority Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 3	Other Prepetition Financing Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 4	Bilateral Facility Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 5	2021 Letter of Credit Claims	Impaired	Entitled to Vote
Class 6A	2023 Letter of Credit Claims	Impaired	Entitled to Vote
Class 6B	Revolving Credit Claims	Impaired	Entitled to Vote
Class 6C	Term Loan Claims	Impaired	Entitled to Vote
Class 6D	Credit Agreement Hedging Claims	Impaired	Entitled to Vote
Class 7	Cash Secured Letter of Credit Claims	Impaired	Entitled to Vote
Class 8	Lloyds Letter of Credit Claims	Impaired	Entitled to Vote
Class 9	Senior Notes Claims	Impaired	Entitled to Vote
Class 10	General Unsecured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 11	Intercompany Claims	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept or Deemed to Reject)
Class 12	Existing Equity Interests Other Than in McDermott	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept or Deemed to Reject)
Class 13	Existing Preferred Equity Interests in McDermott	Impaired	Not Entitled to Vote (Deemed to Reject)
Class 14	Existing Common Equity Interests in McDermott	Impaired	Not Entitled to Vote (Deemed to Reject)

B. Treatment of Claims and Interests.

Each holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the Effective Date or as soon as reasonably practicable thereafter.

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1. Class 1 – Other Secured Claims

(a) Classification: Class 1 consists of all Other Secured Claims.

(b) Treatment: Each holder of an Allowed Other Secured Claim shall receive, at the option of the applicable Debtor:

(i) payment in full in Cash of its Allowed Other Secured Claim;

(ii) the collateral securing its Allowed Other Secured Claim;

(iii) Reinstatement of its Allowed Other Secured Claim; or

(iv) such other treatment that renders its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.

(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Other Secured Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

2. Class 2 – Other Priority Claims

(a) Classification: Class 2 consists of all Other Priority Claims.

(b) Treatment: Each holder of an Allowed Other Priority Claim shall receive payment in full in Cash.

(c) Voting: Class 2 is Unimpaired under the Plan. Holders of Other Priority Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

3. Class 3 – Other Prepetition Financing Claims

(a) Classification: Class 3 consists of all Other Prepetition Financing Claims.

(b) Treatment: Each Allowed Other Prepetition Financing Claim shall be Reinstated.

(c) Voting: Class 3 is Unimpaired under the Plan. Holders of Other Prepetition Financing Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

4. Class 4 – Bilateral Facility Claims

(a) Classification: Class 4 consists of all Bilateral Facility Claims.

(b) Treatment: Each Allowed Bilateral Facility Claim shall be Reinstated.

(c) Voting: Class 4 is Unimpaired under the Plan. Holders of Bilateral Facility Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

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5. Class 5 – 2021 Letter of Credit Claims

(a) Classification: Class 5 consists of all 2021 Letter of Credit Claims.

(b) Treatment: Each holder of an Allowed 2021 Letter of Credit Claim shall receive:

(i) with respect to any 2021 Letter of Credit Claims on account of unfunded 2021 Letters of Credit, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed 2021 Letter of Credit Claim,

(ii) with respect to any 2021 Letter of Credit Claims on account of funded 2021 Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and

(iii) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed 2021 Letter of Credit Claim pursuant to Section 2.15 of the 2021 LC Agreement.

(c) Voting: Class 5 is Impaired under the Plan. Holders of 2021 Letter of Credit Claims are entitled to vote to accept or reject the Plan.

6. Class 6A – 2023 Letter of Credit Claims

(a) Classification: Class 6A consists of all 2023 Letter of Credit Claims.

(b) Treatment: Each holder of an Allowed 2023 Letter of Credit Claim shall receive:

(i) with respect to any 2023 Letter of Credit Claims on account of unfunded 2023 Letters of Credit, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed 2023 Letter of Credit Claim,

(ii) with respect to any 2023 Letter of Credit Claims on account of funded 2023 Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and

(iii) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed 2023 Letter of Credit Claim pursuant to Section 2.15 of the Credit Agreement.

(c) Voting: Class 6A is Impaired under the Plan. Holders of 2023 Letter of Credit Claims are entitled to vote to accept or reject the Plan.

7. Class 6B – Revolving Credit Claims

(a) Classification: Class 6B consists of all Revolving Credit Claims.

(b) Allowed Amount: As of the Effective Date, the Revolving Credit Claims shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the Revolving Credit Facility, including all principal, accrued and unpaid interest at the applicable default rate, and all accrued and unpaid fees, expenses, and noncontingent indemnity payable under the Revolving Credit Facility and the DIP Financing Order.

(c) Treatment: Each holder of an Allowed Revolving Credit Claim shall receive:

(i) with respect to any Revolving Credit Claims on account of unfunded Revolving LCs, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed Revolving Credit Claim,

(ii) with respect to any Revolving Credit Claims on account of (x) Revolving Loans or (y) funded Revolving LCs, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and

(iii) payment in full in Cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed Revolving Credit Claim pursuant to Section 2.15 of the Credit Agreement.

(d) Voting: Class 6B is Impaired under the Plan. Holders of Revolving Credit Claims are entitled to vote to accept or reject the Plan.

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8. Class 6C – Term Loan Claims

(a) Classification: Class 6C consists of all Term Loan Claims.

(b) Allowed Amount: As of the Effective Date, the Term Loan Claims shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the Term Loan Facility, including all principal, accrued and unpaid interest at the applicable default rate, and all accrued and unpaid fees, expenses, and noncontingent indemnity payable under the Term Loan Facility and the DIP Financing Order.

(c) Treatment: Each holder of an Allowed Term Loan Claim shall receive its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution.

(d) Voting: Class 6C is Impaired under the Plan. Holders of Term Loan Claims are entitled to vote to accept or reject the Plan.

9. Class 6D – Credit Agreement Hedging Claims

(a) Classification: Class 6D consists of all Credit Agreement Hedging Claims.

(b) Treatment: Each holder of an Allowed Credit Agreement Hedging Claim that remains unpaid as of the Effective Date shall receive for any Allowed Credit Agreement Hedging Claims such holder’s Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution.

(c) Voting: Class 6D is Impaired under the Plan. Holders of Credit Agreement Hedging Claims are entitled to vote to accept or reject the Plan.

10. Class 7 – Cash Secured Letter of Credit Claims

(a) Classification: Class 7 consists of all Cash Secured Letter of Credit Claims.

(b) Treatment: Each holder of an Allowed Cash Secured Letter of Credit Claim outstanding as of such date shall:

(i) be deemed to reissue its Cash Secured Letters of Credit under the Cash Secured LC Exit Facility which shall be secured by the same cash collateral which secured the Cash Secured Letters of Credit prior to the Petition Date, and

(ii) payment in full in Cash of any amounts accrued and unpaid as of the Petition Date due to such holder of an Allowed Cash Secured Letter of Credit Claim pursuant to Section 2.15 of the Credit Agreement.

(c) Voting: Class 7 is Impaired under the Plan. Holders of Cash Secured Letter of Credit Claims are entitled to vote to accept or reject the Plan.

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11. Class 8 – Lloyds Letter of Credit Claims

(a) Classification: Class 8 consists of all Lloyds Letter of Credit Claims.

(b) Treatment: Each holder of an Allowed Lloyds Letter of Credit Claim shall receive:

(i) with respect to any Lloyds Letter of Credit Claims on account of unfunded Lloyds Letters of Credit, participation in the Roll-Off LC Exit Facility in amount equal to such Allowed Lloyds Letter of Credit Claim,

(ii) with respect to any Lloyds Letter of Credit Claims on account of funded Lloyds Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and

(iii) payment in full in Cash of any amounts accrued, and unpaid as of the Petition Date due to such holder of an Allowed Lloyds Letter of Credit Claim pursuant to Section 2(b) of the Lloyds Letter of Credit Agreement.

(c) Voting: Class 8 is Impaired under the Plan. Holders of Lloyds Letter of Credit Claims are entitled to vote to accept or reject the Plan.

12. Class 9 – Senior Notes Claims

(a) Classification: Class 9 consists of all Senior Notes Claims.

(b) Allowed Amount: $[●].

(c) Treatment: Each holder of an Allowed Senior Notes Claim shall receive its pro rata share of:

(i) 6% of the New Common Stock plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment, subject to dilution on account of the New Warrants and the Management Incentive Plan; and

(ii) the New Warrants.

(d) Voting: Class 9 is Impaired under the Plan. Holders of Senior Notes Claims are entitled to vote to accept or reject the Plan.

13. Class 10 – General Unsecured Claims

(a) Classification: Class 10 consists of all General Unsecured Claims.

(b) Treatment: Each holder of an Allowed General Unsecured Claim shall receive, at the option of the applicable Debtor:

(i) payment in full in Cash; or

(ii) Reinstatement.

(c) Voting: Class 10 is Unimpaired under the Plan. Holders of General Unsecured Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

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14. Class 11 – Intercompany Claims

(a) Classification: Class 11 consists of all Intercompany Claims.

(b) Treatment: Each Allowed Intercompany Claim shall be, at the option of the applicable Debtor (with the consent of the Required Consenting Lenders), either:

(i) Reinstated;

(ii) canceled, released, and extinguished, and will be of no further force or effect; or

(iii) otherwise addressed at the option of each applicable Debtor such that holders of Intercompany Claims will not receive any distribution on account of such Intercompany Claims.

(c) Voting: Class 11 is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 11 is not entitled to vote to accept or reject the Plan.

15. Class 12 – Existing Equity Interests Other Than in McDermott

(a) Classification: Class 12 consists of all Existing Equity Interests Other Than in McDermott.

(b) Treatment: Each Existing Equity Interests Other Than in McDermott shall be, at the option of the applicable Debtor, either:

(i) Reinstated;

(ii) canceled, released, and extinguished, and will be of no further force or effect; or

(iii) otherwise addressed at the option of each applicable Debtor such that holders of Existing Equity Interests Other Than in McDermott will not receive any distribution on account of such Existing Equity Interests Other Than in McDermott.

(c) Voting: Class 12 is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 12 is not entitled to vote to accept or reject the Plan.

16. Class 13 – Existing Preferred Equity Interests

(a) Classification: Class 13 consists of all Existing Preferred Equity Interests.

(b) Treatment: Holders of Existing Preferred Equity Interests will not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect.

(c) Voting: Class 13 is conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 13 is not entitled to vote to accept or reject the Plan.

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17. Class 14 – Existing Common Equity Interests

(a) Classification: Class 14 consists of all Existing Common Equity Interests.

(b) Treatment: Holders of Existing Common Equity Interests will not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect.

(c) Voting: Class 14 is conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 14 is not entitled to vote to accept or reject the Plan.

C. Special Provision Governing Unimpaired Claims.

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized Debtors’ rights regarding any Unimpaired Claim, including, all rights regarding legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claim.

D. Elimination of Vacant Classes.

Any Class of Claims or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

E. Voting Classes, Presumed Acceptance by Non-Voting Classes.

If a Class contains Claims or Interests eligible to vote and no holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the holders of such Claims or Interests in such Class shall be deemed to have accepted the Plan.

F. Intercompany Interests.

To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being received by holders of such Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience and due to the importance of maintaining the prepetition corporate structure for the ultimate benefit of the holders of New Common Stock, and in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions to the holders of Allowed Claims.

G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan. The Debtors reserve the right, subject to the prior consent of the Required Consenting Lenders, which shall not be unreasonably withheld, to modify the Plan in accordance with Article X hereof and the Restructuring Support Agreement to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

H. Controversy Concerning Impairment.

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

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I. Subordinated Claims.

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Any such contractual, legal, or equitable subordination rights shall be settled, compromised, and released pursuant to the Plan.

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. General Settlement of Claims and Interests.

As discussed in detail in the Disclosure Statement and as otherwise provided herein, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, including (1) any challenge to the amount, validity, perfection, enforceability, priority or extent of the DIP Claims, Superpriority Term Loan Claims, 2021 Letter of Credit Claims, 2023 Letter of Credit Claims, Revolving LC Claims, Revolving Loan Claims, Term Loan Claims, Cash Secured Letter of Credit Claims, Credit Agreement Hedging Claims, and Senior Notes Claims and (2) any claim to avoid, subordinate, or disallow any 2021 Letter of Credit Claims, 2023 Letter of Credit Claims, Revolving LC Claims, Revolving Loan Claims, Term Loan Claims, Cash Secured Letter of Credit Claims, Credit Agreement Hedging Claims, and Senior Notes Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise. The Plan shall be deemed a motion to approve the good faith compromise and settlement of all such Claims, Interests, and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors and their Estates. Subject to Article VI hereof, all distributions made to holders of Allowed Claims and Allowed Interests (as applicable) in any Class are intended to be and shall be final.

B. Restructuring Transactions.

On or before the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into and shall take any actions as may be necessary or appropriate to effect the Restructuring Transactions, including as set forth in the Restructuring Transactions Memorandum. The actions to implement the Restructuring Transactions may include: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; and (4) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Plan. On the Effective Date or as soon as reasonably practicable thereafter, the Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions.

C. Reorganized Debtors.

On the Effective Date, the New Board shall be established, and the Reorganized Debtors shall adopt their New Organizational Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Plan as necessary to consummate the Plan. Cash payments to be made pursuant to the Plan will be made by the Debtors or Reorganized Debtors. The

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Debtors and Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or Reorganized Debtors, as applicable, to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in any post-Effective Date agreement, shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing, subject to the New Organizational Documents and the Exit Facility Documents, as the boards of directors of the applicable Reorganized Debtors deem appropriate.

D. Technology Business Sale.

1. Technology Business Sale Process.

Following the Petition Date, in consultation with the Consultation Parties (as defined in the Bidding Procedures), the Debtors shall continue their sale and marketing process and solicit bids for the sale or other disposition of all or substantially all of the Technology Business Sale, in accordance with the terms and conditions of the Restructuring Support Agreement (including the Milestones ( as defined in the Restructuring Support Agreement)) and in a manner acceptable to the Required Consenting Lenders. For the avoidance of doubt, the Debtors may only execute an agreement for the sale or other disposition of any part of the Technology Business with the consent of the Required Consenting Lenders.

The Consultation Parties shall have the right to review all information, diligence, documents and other materials provided by the Debtors or their advisors to any bidder or prospective bidder in connection with the Technology Business Sale and to consult with the Debtors and their advisors with respect to the Technology Business Sale. The Debtors shall provide to the Consultation Parties all term sheets, letters, proposals, offers, bids and other materials, whether non-binding or not, that are received by the Debtors or their advisors in connection with the Technology Business Sale within one (1) day of receipt by the Debtors or their advisors, as applicable.

2. Closing of the Technology Business Sale.

On or before the Effective Date, the Debtors shall be authorized to consummate the Technology Business Sale and, among other things, the Lummus Assets and Interests (including Executory Contracts and Unexpired Leases assumed and assigned pursuant to Article V hereof) shall be transferred to and vest in the Purchaser free and clear of all Liens, Claims, charges, or other encumbrances pursuant to the terms of the Purchase Agreement and, as applicable, the Confirmation Order or an order approving the Technology Business Sale; provided that, to the extent the Technology Business Sale is to be consummated pursuant to the Confirmation Order, the Debtors may request entry of any order supplementing the Confirmation Order that the Debtors believe is necessary or appropriate to implement the terms and conditions of the Technology Business Sale. On and after the Effective Date, except as otherwise provided in the Plan, the Debtors or the Purchaser, as applicable, may operate the Debtors’ businesses and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

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3. Technology Business Sale Proceeds Waterfall.

Any Technology Business Sale Proceeds that have not otherwise been applied in accordance with the DIP Credit Agreement shall be applied as follows:

(a) first, to fund the minimum Cash balance of $820 million, as required by the Business Plan,

(b) second, to repay Funded DIP Indebtedness (other than the Make Whole Amount;

(c) third, payment of the Make Whole Amount; and

(d) fourth, to fund cash to support new or additional letters of credit sufficient to meet the $2.44 billion letter of credit capacity contemplated by the Exit Facilities Term Sheet; and

(e) fifth, the repayment of Prepetition Funded Secured Claims on a Pro Rata basis.

4. Residual Prepetition Funded Secured Claims Pay Down.

On the Effective Date, the Prepetition Funded Secured Claims will be repaid on a pro rata basis from (i) the Residual Technology Business Sale Proceeds and (ii) any available Cash (such available Cash shall exclude Cash held in variable interest entities associated with joint venture and consortium arrangements, Cash trapped in foreign jurisdictions, and insurance captive Cash) in excess of $820 million available cash at emergence after payment of all fees and transaction expenses ((i) and (ii) together the “Residual Prepetition Funded Secured Claims Pay Down”).

If the Residual Prepetition Funded Secured Claims Pay Down amount is greater than $0, the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims shall be reduced, and the initial allocation of 6% of the New Common Stock to holders of Senior Notes Claim shall be increased, by the percentage calculated by dividing:

(a) the Residual Prepetition Funded Secured Claims Pay Down amount by

(b) an amount equal to:

(i) the aggregate amount of Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) minus an amount equal to the sum of (y) the aggregate amount of the loans to be issued under the Term Loan Exit Facility and (z) any proceeds of the Rights Offering up to $150 million; divided by

(ii) 94% minus an amount equal to (y) the aggregate proceeds of the Rights Offering up to $150 million divided by (z) Plan Equity Value

(such adjustment of initial allocations, the “Prepetition Funded Secured Claims Excess Cash Adjustment”). For the avoidance of doubt, if the Technology Business Sale Proceeds paid pursuant to the Technology Business Sale Proceeds Waterfall have not paid the Make Whole Amount in full all proceeds of the Rights Offering will (a) first go to the pay down of the Make Whole Amount and (b) once the Make Whole Amount is paid in full, the Prepetition Funded Secured Claims will be repaid on a pro rata basis from such remaining proceeds of the Rights Offering.

E. Sources of Consideration for Plan Distributions.

The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations, the Rights Offering, or the Technology Business Sale in accordance with the Technology Business Sale Proceeds Waterfall, as applicable; (2) the New Common Stock; (3) the proceeds from the Rights Offering; (4) the New Warrants; and (5) the proceeds from the Exit Facilities, as applicable.

1. Exit Facilities.

On the Effective Date, the Reorganized Debtors shall enter into the Exit Facilities, the terms of which will be set forth in the Exit Facility Documents.

To the extent applicable, Confirmation of the Plan shall be deemed (a) approval of the Exit Facilities (including the transactions and related agreements contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors or the Reorganized Debtors, as applicable, in connection therewith), to the extent not approved by the Bankruptcy Court previously, and (b) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements necessary or appropriate to pursue or obtain the Exit Facilities, including the Exit Facility Documents, and incur and pay any fees and expenses in connection therewith, and (ii) act or take action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors or the Reorganized Debtors, as applicable, may deem to be necessary to consummate the Exit Facilities.

As of the Effective Date, upon the granting or continuation of Liens in accordance with the Exit Facility Documents, such Liens shall constitute valid, binding, enforceable, and automatically perfected Liens in the collateral specified in the Exit Facility Documents. To the extent provided in the Exit Facility Documents, the Exit Facility Agents or holder(s) of Liens under the Exit Facility Documents are authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The guarantees, mortgages, pledges, Liens, and other security interests granted to secure the obligations arising under the Exit Facility Documents have been granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the lenders thereunder to extent credit thereunder shall be deemed not to constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable nonbankruptcy law, and the priorities of such Liens and security interests shall be as set forth in the Exit Facility Documents. The Reorganized Debtors and the persons and entities granted such Liens and security interests shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.

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In no event shall the sum of (v) the face amount of letters of credit issued and outstanding at any time under the Senior Exit LC Facility, plus (w) the face amount of letters of credit issued and outstanding at any time under the Super Senior Exit Facility, plus (x) the face amount of letters of credit issued or deemed issued and outstanding at any time under the Roll-Off LC Exit Facility, plus (y) the face amount of letters of credit issued and outstanding at any time under the Cash Secured LC Exit Facility, exceed the Secured Letter of Credit Cap plus permitted incremental capacity set forth in the Exit Facilities Term Sheet.

2. Issuance of New Common Stock.

The issuance of the New Common Stock, including the Rights Offering Shares and any options or other equity awards, if any, reserved for the Management Incentive Plan and the New Warrants, by the Reorganized Debtors (as set forth in the Restructuring Transactions Memorandum) shall be authorized without the need for any further corporate action or without any further action by the holders of Claims or Interests. The Reorganized Debtors shall be authorized to issue a certain number of shares, units or equity interests (as the case may be based on how the New Common Stock is denominated and the identity of the Reorganized Debtor issuing such shares, units, or equity interests) of New Common Stock required to be issued under the Plan and pursuant to their New Organizational Documents. On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall issue all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan.

All of the shares, units, or equity interests (as the case may be based on how the New Common Stock is denominated) of New Common Stock issued or authorized to be issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance referred to in Article VI hereof shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.

On the Effective Date or as soon as reasonably practicable thereafter, the New Common Stock will be distributed in accordance with the Plan.

3. Rights Offering.

On or about the Effective Date, the applicable Reorganized Debtor shall consummate the Rights Offering, through which each Consenting Noteholder shall have the opportunity, subject to the terms and conditions set forth in the Plan and the Rights Offering Procedures, to purchase the Rights Offering Shares.

The Rights Offering Procedures shall be approved within 5 days of Petition Date and shall provide for a subscription deadline of no later than the Voting Deadline. Subscription rights to participate in the Rights Offering shall be distributed to the Consenting Noteholders in accordance with the Restructuring Support Agreement, the Restructuring Term Sheet, and the Plan and the issuance of such subscription rights will be exempt from SEC registration under applicable law. Proceeds of the Rights Offering to be used (a) first, for Cash pay down of any portion Make Whole Amount that is not paid in full in Cash from Technology Business Sale Proceeds in accordance with the Technology Business Sale Proceeds Waterfall and (b) second, for Cash pay down of Prepetition Funded Secured Claims.

4. Issuance of New Warrants.

On the Effective Date, the applicable Reorganized Debtor (as set forth in the Restructuring Transactions Memorandum) will issue the New Warrants only to the extent required to provide for distributions to holders of the Senior Notes Claims, as contemplated by this Plan. All of the New Warrants issued pursuant to the Plan shall be duly authorized without the need for any further corporate action and without any further action by the Debtors or Reorganized Debtors, as applicable, validly issued, fully paid, and non-assessable. Each distribution and issuance referred to in Article VI hereof shall be governed by the terms and conditions set forth in the Restructuring Support Agreement, the Plan, and the New Warrant Agreements applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance without the need for execution by any party thereto other than the applicable Reorganized Debtor(s).

The New Warrants shall be distributed to holders of Senior Notes Claims in accordance with the Restructuring Support Agreement and the Plan. The New Warrants shall have full customary anti-dilution and Black-Scholes protection.

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F. Corporate Existence.

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, each Debtor shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and bylaws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents) are amended under the Plan or otherwise, in each case, consistent with the Plan and the Restructuring Support Agreement, and to the extent such documents are amended in accordance therewith, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state, provincial, or federal law). After the Effective Date, the respective certificate of incorporation and bylaws (or other formation documents) of one or more of the Reorganized Debtors may be amended or modified on the terms therein without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. After the Effective Date, one or more of the Reorganized Debtors may be disposed of, dissolved, wound down, or liquidated without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

G. Vesting of Assets in the Reorganized Debtors.

Except as otherwise provided in the Confirmation Order, the Plan (including, for the avoidance of doubt, the Restructuring Transactions Memorandum), or any agreement, instrument, or other document incorporated in, or entered into in connection with or pursuant to, the Plan or Plan Supplement, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

H. Cancellation of Existing Securities and Agreements.

On the Effective Date, except to the extent otherwise provided in the Plan or the Confirmation Order, all notes, instruments, certificates, credit agreements, indentures, and other documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full, cancelled, discharged, and of no force or effect. Holders of or parties to such cancelled instruments, Securities, and other documentation will have no rights arising from or relating to such instruments, Securities, and other documentation, or the cancellation thereof, except the rights provided for pursuant to this Plan. Notwithstanding anything to the contrary herein, but subject to any applicable provisions of Article VI hereof, to the extent cancelled pursuant to this paragraph, the DIP Credit Agreement, 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture shall continue in effect solely to the extent necessary to: (1) permit holders of Claims under the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture to receive their respective Plan Distributions, if any; (2) permit the Reorganized Debtors and the Disbursing Agent, as applicable, to make Plan Distributions on account of the Allowed Claims under the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture, as applicable; (3) permit each of the DIP Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent, and the Senior Notes Trustee to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of this Plan; and (4) permit each of the DIP Agent, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, Superpriority Term Loan Agent, and the Senior Notes Trustee to appear and be heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court, including to enforce any obligation owed to the DIP Agent, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent, and the Senior Notes Trustee, or holders of Claims under the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture. Except as provided in this Plan (including Article VI hereof), on the Effective Date, the DIP Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent, and the Senior Notes Trustee, and their respective agents, successors, and assigns, shall be automatically and fully

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discharged of all of their duties and obligations associated with the DIP Credit Agreement, the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture, as applicable. To the extent cancelled in accordance with this paragraph, the commitments and obligations (if any) of the holders of the Senior Notes and the lenders under the DIP Credit Agreement, the Credit Agreement, and the 2021 LC Agreement to extend any further or future credit or financial accommodations to any of the Debtors, any of their respective subsidiaries or any of their respective successors or assigns under the 2021 LC Agreement, the Credit Agreement, and the Senior Notes Indenture, as applicable, shall fully terminate and be of no further force or effect on the Effective Date.

I. Corporate Action.

Upon the Effective Date, all actions contemplated under the Plan shall be deemed authorized and approved in all respects, including: (1) adoption or assumption, as applicable, of the Compensation and Benefit Programs; (2) selection of the directors and officers for the Reorganized Debtors; (3) the issuance and distribution of the New Common Stock; (4) implementation of the Restructuring Transactions, including the Rights Offering; (5) issuance and distribution of the New Warrants; (6) entry into the New Warrants Agreements and the Exit Facility Documents, as applicable; (7) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date); (8) adoption of the New Organizational Documents; (9) the rejection, assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; and (10) all other acts or actions contemplated or reasonably necessary or appropriate to promptly consummate the Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate, partnership, limited liability company, or other governance action required by the Debtors or the Reorganized Debtor, as applicable, in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Security holders, members, directors, or officers of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents, Securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors, including the New Common Stock, the New Organizational Documents, the Exit Facility Documents, the New Warrants, the New Warrants Agreements (as applicable), and any and all other agreements, documents, Securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by this Article IV.I shall be effective notwithstanding any requirements under non-bankruptcy law.

J. New Organizational Documents.

On or immediately prior to the Effective Date, the New Organizational Documents shall be automatically adopted by the applicable Reorganized Debtors. To the extent required under the Plan or applicable non-bankruptcy law, each of the Reorganized Debtors will file its New Organizational Documents with the applicable Secretaries of State and/or other applicable authorities in its respective state or country of organization if and to the extent required in accordance with the applicable laws of the respective state or country of organization. The New Organizational Documents will (a) prohibit the issuance of non-voting equity Securities, to the extent required under section 1123(a)(6) of the Bankruptcy Code and (b) provide for customary minority shareholder protections and information and reporting requirements subject to the consent rights set forth in Section 3.02 of the Restructuring Support Agreement.

After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents in accordance with the terms thereof, and the Reorganized Debtors may file such amended certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other constituent documents as permitted by the laws of the respective states, provinces, or countries of incorporation and the New Organizational Documents.

K. Indemnification Obligations.

Consistent with applicable law, all indemnification provisions in place as of the Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and

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former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall be reinstated and remain intact, irrevocable, and shall survive the effectiveness of the Plan on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Effective Date[; provided that the Reorganized Debtors shall not indemnify officers, directors, managers, employees, attorneys, accountants, investment bankers, or other professionals of the Debtors for any claims or Causes of Action arising out of or relating to any act or omission that is a criminal act or constitutes intentional fraud, gross negligence, or willful misconduct.]

L. Directors and Officers of the Reorganized Debtors.

The New Board will consist of [●] directors: (i) the Chief Executive Officer of Reorganized McDermott, (ii) [●] directors selected by the Required Consenting Term Lenders, and (iii) [●] directors selected by the Required Consenting Revolving Lenders and the Required Consenting LC Lenders. The identities of directors on the New Board shall be set forth in the Plan Supplement to the extent known at the time of filing. Corporate governance for Reorganized McDermott, including charters, bylaws, operating agreements, or other organization documents, as applicable, shall: (a) be consistent with the Restructuring Term Sheet, Section 3 of the Restructuring Support Agreement, and section 1123(a)(6) of the Bankruptcy Code; and (b) provide for customary minority shareholder protections and information and reporting requirements reasonably acceptable to the Debtors and the Required Consenting Stakeholders.

M. Effectuating Documents; Further Transactions.

On and after the Effective Date, the Reorganized Debtors, and their respective officers, directors, members, or managers (as applicable), are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, Exit Facilities entered into, and the Securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization, or consents except for those expressly required pursuant to the Plan.

N. Section 1146 Exemption.

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to: (1) the issuance, distribution, transfer, or exchange of any debt, equity Security, or other interest in the Debtors or the Reorganized Debtors, including the New Common Stock and the New Warrants; (2) the Restructuring Transactions; (3) the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means; (4) the making, assignment, or recording of any lease or sublease; (5) the grant of collateral as security for the Reorganized Debtors’ obligations under and in connection with the Exit Facilities; or (6) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, personal property transfer tax, sales or use tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forego the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(a) of the Bankruptcy Code, shall forego the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

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O. Director and Officer Liability Insurance.

Notwithstanding anything in the Plan to the contrary, the Reorganized Debtors shall be deemed to have assumed all of the Debtors’ D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing assumption of each of the unexpired D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be filed.

In addition, after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the coverage under any D&O Liability Insurance Policies (including any “tail policy”) in effect on or after the Petition Date, with respect to conduct occurring prior thereto, and all directors and officers of the Debtors who served in such capacity at any time prior to the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy, to the extent set forth therein, regardless of whether such directors and officers remain in such positions after the Effective Date.

P. Management Incentive Plan.

Effective on the Effective Date, the Reorganized Debtors will reserve 7.5% of New Common Stock (on a fully diluted and fully distributed basis) which may be granted in the form of options, restricted stock, restricted stock units, warrants, stock appreciations rights or any combination thereof (each an “Award” and such reserve, the “MIP Pool”) for grant to management employees and members of the New Board and enter into severance and change in control arrangements (“Severance Arrangements”) with senior executives of the Debtors that are insiders pursuant to Section 16 of the Exchange Act (“Senior Executives”) in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders. The New Board shall grant no less than 53.33% of the MIP Pool to the employees of the Debtors no later than 60 days following the Effective Date (the “Emergence Awards”) with the terms of the Emergence Awards to be determined as set forth below and the remainder of the MIP Pool will be available for future grants to management employees and members of the New Board with allocations, terms and conditions to be determined by the New Board. From the Petition Date through entry of the Confirmation Order, the Debtors, the Required Consenting Lenders and any consultants or advisors engaged by the Required Consenting Lenders will use commercially reasonable efforts to agree on an allocation schedule and the terms, conditions, vesting and composition (including, for the avoidance of doubt, which may be in any form of Award) of the Emergence Awards (together, the “MIP Proposal”), and during this period the Debtors will use commercially reasonable efforts to facilitate meetings between the Required Consenting Lenders and the Debtors’ key management personnel. As soon as reasonably practicable following the Effective Date but no later than 60 days following the Effective Date, the New Board shall consider the MIP Proposal for approval and New Board shall determine the final terms and conditions of the actual grants. A Senior Executive will be permitted to voluntarily terminate for “Good Reason” and receive the severance benefits under the Severance Arrangements if the Senior Executive does not receive an Emergence Award.

Q. Employee and Retiree Benefits.

Unless otherwise provided herein, and subject to Article V hereof, all employee wages, compensation, and benefit programs in place as of the Effective Date with the Debtors shall be assumed by the Reorganized Debtors and shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor such agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. On the Effective Date the Debtors shall enter into severance and change in control arrangements with Senior Executives in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders.

R. Preservation of Causes of Action.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, each Reorganized Debtor, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII hereof, which shall be deemed released and waived by the Debtors and the Reorganized Debtors as of the Effective Date.

The Reorganized Debtors may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity (other than the Released Parties) may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action of the Debtors against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII hereof. Unless otherwise agreed upon in writing by the parties to

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the applicable Cause of Action, all objections to the Schedule of Retained Causes of Action must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date. Any such objection that is not timely filed shall be disallowed and forever barred, estopped, and enjoined from assertion against any Reorganized Debtor, without the need for any objection or responsive pleading by the Reorganized Debtors or any other party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. The Reorganized Debtors may settle any such objection without any further notice to or action, order, or approval of the Bankruptcy Court. If there is any dispute regarding the inclusion of any Cause of Action on the Schedule of Retained Causes of Action that remains unresolved by the Debtors or Reorganized Debtors, as applicable, and the objection party for thirty (30) days, such objection shall be resolved by the Bankruptcy Court. Unless any Causes of Action of the Debtors against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain such Causes of Action of the Debtors notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors, except as otherwise expressly provided in the Plan, including Article VIII hereof. The applicable Reorganized Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases.

On the Effective Date, except as otherwise provided in Article V.H.1 and elsewhere herein, all Executory Contracts or Unexpired Leases not otherwise assumed or rejected will be deemed assumed by the applicable Reorganized Debtor (and assigned to the party(ies) set forth in the Technology Business Sale Documents, as applicable) in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those that are: (1) identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (2) previously expired or terminated pursuant to their own terms; (3) have been previously assumed or rejected by the Debtors pursuant to a Final Order; (4) are the subject of a motion to reject that is pending on the Effective Date; or (5) have an ordered or requested effective date of rejection that is after the Effective Date.

Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases as set forth in the Plan, the Assumed Executory Contract and Unexpired Leases Schedule, or the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors.

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To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Assumed Executory Contracts and Unexpired Leases Schedule and the Rejected Executory Contracts and Unexpired Leases Schedule at any time up to forty-five (45) days after the Effective Date, so long as such allocation, amendment, modification, or supplement is consistent with the Restructuring Support Agreement.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases.

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed with the Bankruptcy Court within thirty (30) days after the later of (1) the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection, (2) the effective date of such rejection, or (3) the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III.B.13 of this Plan.

C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.

No later than seven (7) calendar days before the Confirmation Hearing, the Debtors shall provide notices of proposed Cure amounts to the counterparties to the agreements listed on the Assumed Executory Contracts and Unexpired Leases Schedule, which shall include a description of the procedures for objecting to the proposed Cure amounts or the Reorganized Debtors’ ability to provide “adequate assurance of future performance thereunder” (within the meaning of section 365 of the Bankruptcy Code). Unless otherwise agreed in writing by the parties in the applicable Executory Contract or Unexpired Lease, any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related Cure amount must be Filed, served, and actually received by the counsel to the Debtor no later than the date and time specified in the notice. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or Cure amount will be deemed to have assented to such assumption or Cure amount. Notwithstanding anything herein to the contrary, in the event that any Executory Contract or Unexpired Lease is added to the Assumed Executory Contracts and Unexpired Leases Schedule after such seven-day deadline, a notice of proposed Cure amounts with respect to such Executory Contract or Unexpired Lease will be sent promptly to the counterparty thereof.

Unless otherwise agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all requests for payment of Cure that differ from the amounts paid or proposed to be paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date. Any such request that is not timely filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any other party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and discharged upon payment by the Debtors or the Reorganized Debtors of the Cure; provided that nothing herein shall prevent the Reorganized Debtors from paying any Cure despite the failure of the relevant counterparty to file such request for payment of such Cure amount. The Reorganized Debtors also may settle any Cure without any further notice to or action, order, or approval of the Bankruptcy Court.

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The Debtors or the Reorganized Debtors, as applicable, shall pay the Cure amounts, if any, on the Effective Date or as soon as reasonably practicable thereafter, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may agree. If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” within the meaning of section 365 of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of the applicable Cure amount shall occur as soon as reasonably practicable after entry of a Final Order resolving such dispute, approving such assumption (and, if applicable, assignment), or as may be agreed upon by the Debtors or the Reorganized Debtors, as applicable, and the counterparty to the Executory Contract or Unexpired Lease.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or any bankruptcy-related defaults, arising at any time prior to the effective date of assumption. Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases, including pursuant to the Confirmation Order, shall be deemed disallowed and expunged as of the later of (1) the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such assumption, (2) the effective date of such assumption or (3) the Effective Date without the need for any objection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.

D. Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired Leases.

Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases. In particular, notwithstanding any non-bankruptcy law to the contrary, the Reorganized Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a counterparty to provide, warranties or continued maintenance obligations with respect to goods previously purchased by the Debtors pursuant to rejected Executory Contracts or Unexpired Leases.

E. Insurance Policies.

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Effective Date, (1) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims and (2) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors.

F. Reservation of Rights.

Nothing contained in the Plan or the Plan Supplement shall constitute an admission by the Debtors or any other party that any contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have forty-five (45) days following entry of a Final Order resolving such dispute to alter their treatment of such contract or lease.

G. Nonoccurrence of Effective Date.

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

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H. Employee Compensation and Benefits.

1. Compensation and Benefit Programs.

Subject to the provisions of the Plan, all Compensation and Benefits Programs shall be treated as Executory Contracts under the Plan and deemed assumed on the Effective Date pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code, except for:

a. all employee equity or equity-based incentive plans, and any provisions set forth in the Compensation and Benefits Program that provide for rights to acquire Existing Equity Interests in any of the Debtors;

b. the change in control agreements entered into with current employees, unless otherwise determined by the Required Consenting Lenders prior to the Effective Date;

c. Compensation and Benefits Programs that have been rejected pursuant to an order of a Bankruptcy Court; and

d. Compensation and Benefits Programs that, as of the entry of the Confirmation Order, have been specifically waived by the beneficiaries of any employee benefit plan or contract.

Any assumption of Compensation and Benefits Programs pursuant to the terms herein shall be deemed not to trigger (i) any applicable change of control, immediate vesting, termination (similar provision therein) and (ii) an event of “Good Reason” (or a term of like import), in each case as a result of the consummation of the Restructuring Transactions. No counterparty shall have rights under a Compensation and Benefits Program assumed pursuant to the Plan other than those applicable immediately prior to such assumption.

On the Effective Date, the Debtors shall enter into severance and change in control arrangements with Senior Executives in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders.

2. Workers’ Compensation Programs.

As of the Effective Date, except as set forth in the Plan Supplement, the Debtors and the Reorganized Debtors shall continue to honor their obligations under: (a) all applicable workers’ compensation laws in states in which the Reorganized Debtors operate; and (b) the Debtors’ written contracts, agreements, agreements of indemnity, self-insured workers’ compensation bonds, policies, programs, and plans for workers’ compensation and workers’ compensation insurance. All Proofs of Claims on account of workers’ compensation shall be deemed withdrawn automatically and without any further notice to or action, order, or approval of the Bankruptcy Court; provided that nothing in the Plan shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable non-bankruptcy law with respect to any such contracts, agreements, policies, programs, and plans; provided further that nothing herein shall be deemed to impose any obligations on the Debtors in addition to what is provided for under applicable state law.

I. Contracts and Leases Entered Into After the Petition Date.

Contracts and leases entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the applicable Debtor or the Reorganized Debtors in the ordinary course of their business. Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions on Account of Claims Allowed as of the Effective Date.

Except as otherwise provided herein, in a Final Order, or as otherwise agreed to by the Debtors or the Reorganized Debtors, as the case may be, and the holder of the applicable Allowed Claim on the first Distribution Date, the Reorganized Debtors shall make initial distributions under the Plan on account of Claims Allowed on or before the Effective Date, subject to the Reorganized Debtors’ right to object to Claims; provided that (1) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or performed in the ordinary

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course of business in accordance with the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice, (2) Allowed Priority Tax Claims shall be paid in accordance with Article II.D of the Plan, and (3) Allowed General Unsecured Claims shall be paid in accordance with Article III.B.13 of the Plan. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors and the holder of such Claim or as may be due and payable under applicable non-bankruptcy law or in the ordinary course of business. Thereafter, a Distribution Date shall occur no less frequently than once in every ninety (90) day period, as necessary, in the Reorganized Debtors’ sole discretion.

B. Disbursing Agent.

All distributions under the Plan shall be made by the Reorganized Debtors. The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. Additionally, in the event that the Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be borne by the Reorganized Debtors.

C. Rights and Powers of Disbursing Agent.

1. Powers of the Disbursing Agent.

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

2. Expenses Incurred On or After the Effective Date.

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes), and any reasonable compensation and expense reimbursement claims (including reasonable attorney fees and expenses), made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

D. Delivery of Distributions and Undeliverable or Unclaimed Distributions.

1. Record Date for Distribution.

On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions shall instead be authorized and entitled to recognize only those record holders listed on the Claims Register as of the close of business on the Distribution Record Date. If a Claim, other than one based on a publicly traded Security, is transferred twenty (20) or fewer days before the Distribution Record Date, the Distribution Agent shall make distributions to the transferee only to the extent practical and, in any event, only if the relevant transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.

2. Delivery of Distributions in General.

Except as otherwise provided herein, the Disbursing Agent shall make distributions to holders of Allowed Claims and Allowed Interests (as applicable) as of the Distribution Record Date at the address for each such holder as indicated on the Debtors’ records as of the date of any such distribution; provided that the manner of such distributions shall be determined at the discretion of the Reorganized Debtors.

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3. Minimum Distributions.

No fractional shares of New Common Stock or New Warrants shall be distributed and no Cash shall be distributed in lieu of such fractional amounts. When any distribution pursuant to the Plan on account of an Allowed Claim or Allowed Interest (as applicable) would otherwise result in the issuance of a number of shares of New Common Stock or New Warrants that is not a whole number, the actual distribution of shares of New Common Stock or New Warrants shall be rounded to the next lower whole number with no further payment therefor. The total number of authorized shares of New Common Stock or New Warrants to be distributed to holders of Allowed Claims hereunder shall be adjusted as necessary to account for the foregoing rounding.

4. Undeliverable Distributions and Unclaimed Property.

In the event that any distribution to any holder of Allowed Claims or Allowed Interests (as applicable) is returned as undeliverable, no distribution to such holder shall be made unless and until the Disbursing Agent has determined the then-current address of such holder, at which time such distribution shall be made to such holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any holder of Claims and Interests to such property or Interest in property shall be discharged and forever barred.

5. Surrender of Canceled Instruments or Securities.

On the Effective Date or as soon as reasonably practicable thereafter, each holder of a certificate or instrument evidencing a Claim or an Interest that has been cancelled in accordance with Article IV.H hereof shall be deemed to have surrendered such certificate or instrument to the Distribution Agent. Such surrendered certificate or instrument shall be cancelled solely with respect to the Debtors, and such cancellation shall not alter the obligations or rights of any non-Debtor third parties vis-à-vis one another with respect to such certificate or instrument, including with respect to any indenture or agreement that governs the rights of the holder of a Claim or Interest, which shall continue in effect for purposes of allowing holders to receive distributions under the Plan, charging liens, priority of payment, and indemnification rights. Notwithstanding anything to the contrary herein, this paragraph shall not apply to certificates or instruments evidencing Claims that are Unimpaired under the Plan.

E. Manner of Payment.

1. All distributions of the New Common Stock and the New Warrants to the holders of the applicable Allowed Claims under the Plan shall be made by the Disbursing Agent on behalf of the Debtors or Reorganized Debtors, as applicable.

2. All distributions of Cash to the holders of the applicable Allowed Claims under the Plan shall be made by the Disbursing Agent on behalf of the applicable Debtor or Reorganized Debtor.

3. At the option of the Disbursing Agent, any Cash payment to be made hereunder may be made by check or wire transfer or as otherwise required or provided in applicable agreements.

F. Section 1145 Exemption.

Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of the New Common Stock (including the Rights Offering Shares) and the New Warrants, as contemplated by Article III.B hereof, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under section 1145 of the Bankruptcy Code, such New Common Stock and the New Warrants will be freely tradable in the U.S. by the recipients thereof, subject to the provisions of (i) section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, (ii) compliance with applicable securities laws and any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments, and (iii) any restrictions in the Reorganized Debtors’ New Organizational Documents.

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G. Compliance with Tax Requirements.

In connection with the Plan, to the extent applicable, the Debtors, Reorganized Debtors, Disbursing Agent, and any applicable withholding agent shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions made pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, such parties shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Debtors and Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and similar spousal awards, Liens, and encumbrances.

H. Allocations.

Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest.

I. No Postpetition Interest on Claims.

Unless otherwise specifically provided for in the DIP Financing Orders, the Plan, or the Confirmation Order, or required by applicable bankruptcy and non-bankruptcy law, postpetition interest shall not accrue or be paid on any prepetition Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on such Claim.

J. Foreign Currency Exchange Rate.

Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollar value using the exchange rate for the applicable currency as published in The Wall Street Journal, National Edition, on the Effective Date.

K. Setoffs and Recoupment.

Except as expressly provided in this Plan, each Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code, set off and/or recoup against any Plan Distributions to be made on account of any Allowed Claim, any and all claims, rights, and Causes of Action that such Reorganized Debtor may hold against the holder of such Allowed Claim to the extent such setoff or recoupment is either (1) agreed in amount among the relevant Reorganized Debtor(s) and the holder of the Allowed Claim or (2) otherwise adjudicated by the Bankruptcy Court or another court of competent jurisdiction; provided that neither the failure to effectuate a setoff or recoupment nor the allowance of any Claim hereunder shall constitute a waiver or release by a Reorganized Debtor or its successor of any and all claims, rights, and Causes of Action that such Reorganized Debtor or its successor may possess against the applicable holder. In no event shall any holder of a Claim be entitled to recoup such Claim against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such holder actually has performed such recoupment and provided notice thereof in writing to the Debtors in accordance with Article XII.G hereof on or before the Effective Date, notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of recoupment.

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L. Claims Paid or Payable by Third Parties.

1. Claims Paid by Third Parties.

The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and such Claim shall be disallowed without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or a Reorganized Debtor. Subject to the last sentence of this paragraph, to the extent a holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such holder shall, within fourteen (14) days of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the extent the holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such holder to timely repay or return such distribution shall result in the holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the fourteen (14) day grace period specified above until the amount is repaid.

2. Claims Payable by Third Parties.

No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or more of the Debtors’ insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, the applicable portion of such Claim may be expunged without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

3. Applicability of Insurance Policies.

Except as otherwise provided in the Plan, distributions to holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Disputed Claims Process.

There is no requirement to file a Proof of Claim (or move the Bankruptcy Court for allowance) to have a Claim Allowed for the purposes of the Plan, except as provided in Article V.B of the Plan. On and after the Effective Date, except as otherwise provided in this Plan, all Allowed Claims shall be satisfied in the ordinary court of business of the Reorganized Debtors. The Debtors and the Reorganized Debtors, as applicable, shall have the exclusive authority to (i) determine, without the need for notice to or action, order, or approval of the Bankruptcy Court, that a claim subject to any Proof of Claim that is Filed is Allowed and (ii) file, settle, compromise, withdraw, or litigate to judgment any objections to Claims as permitted under this Plan. If the Debtors or Reorganized Debtors dispute any Claim, such dispute shall be determined, resolved, or adjudicated, as the case may be, in the manner as if the Chapter 11 Cases had not been commenced and shall survive the Effective Date as if the Chapter 11 Cases had not been commenced; provided that the Debtors or Reorganized Debtors may elect, at their sole option, to object to any Claim (other than Claims expressly Allowed by this Plan) and to have the validity or amount of any Claim adjudicated by the Bankruptcy Court; provided further that holders of Claims may elect to resolve the validity or amount of any Claim in the Bankruptcy Court. If a holder makes such an election, the Bankruptcy Court shall apply the law that would have governed the dispute if the Chapter 11 Cases had not been filed. All Proofs of Claim Filed in the Chapter 11 Cases shall be considered objected to and Disputed without further action by the Debtors. Except as otherwise provided herein, all Proofs of Claim Filed after the Effective Date shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or approval of the Bankruptcy Court.

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B. Allowance of Claims.

After the Effective Date, except as otherwise expressly set forth herein, each of the Reorganized Debtors shall have and retain any and all rights and defenses such Debtor had with respect to any Claim or Interest immediately prior to the Effective Date. The Debtors may affirmatively determine to deem Unimpaired Claims Allowed to the same extent such Claims would be allowed under applicable non-bankruptcy law.

C. Claims Administration Responsibilities.

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall have the sole authority: (1) to File, withdraw, or litigate to judgment, objections to Claims or Interests; (2) to settle or compromise any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. For the avoidance of doubt, except as otherwise provided herein, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim or Interest, including the Causes of Action retained pursuant to Article IV.R of the Plan.

D. Estimations of Claims and Interests.

Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim or Interest that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party in interest previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during the litigation of any objection to any Claim or Interest or during the appeal relating to such objection. Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim or Interest, that estimated amount shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim or Interest.

E. Adjustment to Claims or Interests without Objection.

Any duplicate Claim or Interest or any Claim or Interest that has been paid, satisfied, amended, or superseded may be adjusted or expunged on the Claims Register by the Reorganized Debtors without the Reorganized Debtors having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest and without any further notice to or action, order, or approval of the Bankruptcy Court.

F. Disallowance of Claims or Interests.

Except as otherwise expressly set forth herein, all Claims and Interests of any Entity from which property is sought by the Debtors under sections 542, 543, 550, or 553 of the Bankruptcy Code or that the Debtors or the Reorganized Debtors allege is a transferee of a transfer that is avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be disallowed if: (a) the Entity, on the one hand, and the Debtors or the Reorganized Debtors, as applicable, on the other hand, agree or the Bankruptcy Court has determined by Final Order that such Entity or transferee is liable to turn over any property or monies under any of the aforementioned sections of the Bankruptcy Code; and (b) such Entity or transferee has failed to turn over such property by the date set forth in such agreement or Final Order.

G. No Distributions Pending Allowance.

Notwithstanding any other provision of the Plan, if any portion of a Claim or Interest is a Disputed Claim or Interest, as applicable, no payment or distribution provided hereunder shall be made on account of such Claim or Interest unless and until such Disputed Claim or Interest becomes an Allowed Claim or Interest; provided that if only the Allowed amount of an otherwise valid Claim or Interest is Disputed, such Claim or Interest shall be deemed Allowed in the amount not Disputed and payment or distribution shall be made on account of such undisputed amount.

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H. Distributions After Allowance.

To the extent that a Disputed Claim or Interest ultimately becomes an Allowed Claim or Interest, distributions (if any) shall be made to the holder of such Allowed Claim or Interest in accordance with the provisions of the Plan. As soon as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Interest becomes a Final Order, the Disbursing Agent shall provide to the holder of such Claim or Interest the distribution (if any) to which such holder is entitled under the Plan as of the Effective Date, without any interest to be paid on account of such Claim or Interest.

I. No Interest.

Unless otherwise specifically provided for herein or by order of the Bankruptcy Court, postpetition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

ARTICLE VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Discharge of Claims and Termination of Interests.

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Definitive Documents, the Plan, or in any contract, instrument, or other agreement or document created or entered into pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors prior to the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon such debt, right, or interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the holder of such a Claim or Interest has accepted the Plan. The Confirmation Order shall be a judicial determination of the discharge of all Claims (other than the Reinstated Claims) and Interests (other than the Intercompany Interests that are Reinstated) subject to the occurrence of the Effective Date.

B. Release of Liens.

Except as otherwise provided in the Exit Facility Documents, the Plan, the Confirmation Order, or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with this Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns. Any holder of such Secured Claim (and the applicable agents for such holder) shall be authorized and

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directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or other property of any Debtor (including any cash collateral and possessory collateral) held by such holder (and the applicable agents for such holder), and to take such actions as may be reasonably requested by the Reorganized Debtors to evidence the release of such Liens and/or security interests, including the execution, delivery, and filing or recording of such releases. The presentation or filing of the Confirmation Order to or with any federal, state, provincial, or local agency, records office, or department shall constitute good and sufficient evidence of, but shall not be required to effect, the termination of such Liens.

To the extent that any holder of a Secured Claim that has been satisfied or discharged in full pursuant to the Plan, or any agent for such holder, has filed or recorded publicly any Liens and/or security interests to secure such holder’s Secured Claim, then as soon as practicable on or after the Effective Date, such holder (or the agent for such holder) shall take any and all steps requested by the Debtors, the Reorganized Debtors, or Exit Facility Agents that are necessary or desirable to record or effectuate the cancellation and/or extinguishment of such Liens and/or security interests, including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any such filings or recordings on such holder’s behalf.

C. Releases by the Debtors.

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, the Reorganized Debtors, their Estates, and any person seeking to exercise the rights of the Debtors or their Estates, including any successors to the Debtors or any Estates representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action, including any derivative claims asserted or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort or otherwise, that the Debtors, the Reorganized Debtors, or their Estates, including any successors to the Debtors or any Estates representative appointed or selected pursuant to section 1123(b) of the Bankruptcy Code, would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part:

1. the Debtors (including the capital structure, management, ownership, or operation thereof), the business or contractual arrangement between the Debtors and any Released Party, any Securities issued by the Debtors and the ownership thereof, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions between or among a Company Party and another Company Party, the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement, the Senior Notes Indenture, the Senior Notes, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, or the Plan (including, for the avoidance of doubt, the Plan Supplement);

2. any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Rights Offering, the Disclosure Statement, the DIP Credit Agreement, the New Warrants Agreements, the Exit Facility Documents, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases;

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3. the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, the Rights Offering, or the distribution of property under the Plan or any other related agreement; or

4. any related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Effective Date, including all Avoidance Actions or other relief obtained by the Debtors in the Chapter 11 Cases.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) post Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, any Definitive Document, or any other document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit Facility Documents, the New Warrants Agreements, or any Claim or obligation arising under the Plan, or (ii) the rights of any holder of Allowed Claims to receive distributions under the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing Debtor release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the foregoing Debtor release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the foregoing Debtor release; (c) in the best interests of the Debtors and their Estates and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the foregoing Debtor release.

D. Releases by the Releasing Parties.

Except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each Releasing Party, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort, or otherwise, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part:

1. the Debtors (including the capital structure, management, ownership, or operation thereof), the business or contractual arrangement between the Debtors and any Releasing Party, any Securities issued by the Debtors and the ownership thereof, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions between or among a Company Party and another Company Party, the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement, Senior Notes Indenture, the Senior Notes, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, or the Plan (including, for the avoidance of doubt, the Plan Supplement);

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2. any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Rights Offering, the Disclosure Statement, the DIP Credit Agreement, the New Warrants Agreements, the Exit Facility Documents, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases,

3. the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement, or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, the Rights Offering, or the distribution of property under the Plan or any other related agreement; or

4. any related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Effective Date, including all Avoidance Actions or other relief obtained by the Debtors in the Chapter 11 Cases.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any party of any obligations related to customary banking products, banking services or other financial accommodations (except as may be expressly amended or modified by the Plan and the Exit Facility Documents, or any other financing document under and as defined therein), (ii) any post-Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, any Definitive Document, or any agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit Facility Documents, the New Warrants Agreements, or any Claim or obligation arising under the Plan, or (iii) the rights of holders of Allowed Claims to receive distributions under the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing third-party release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the foregoing third-party release is: (a) consensual; (b) essential to the Confirmation of the Plan; (c) given in exchange for a substantial contribution and for the good and valuable consideration provided by the Released Parties that is important to the success of the Plan; (d) a good faith settlement and compromise of the Claims released by the foregoing third-party release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the foregoing third-party release.

E. Exculpation.

Except as otherwise specifically provided in the Plan or the Confirmation Order, no Exculpated Party shall have or incur liability for, and each Exculpated Party shall be released and exculpated from any Claims and Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the Restructuring Support Agreement and related prepetition transactions (including the Superpriority Credit Agreement, the Credit Agreement, the Senior Notes Indenture or Senior Notes, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement), the Disclosure Statement, the Plan, the DIP Credit Facility, the Exit Facility Documents, the New Warrants Agreements, the Plan Supplement, the Rights Offering, or any Restructuring Transaction, contract, instrument, release or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement

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contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), including any Definitive Document, created or entered into before or during the Chapter 11 Cases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

The Exculpated Parties and other parties set forth above have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

F. Injunction.

Except as otherwise expressly provided in the Plan or the Confirmation Order or for obligations or distributions issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold the Released Claims are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any Released Claims; (3) creating, perfecting, or enforcing any lien or encumbrance of any kind against such Entities or the property of such Entities on account of or in connection with or with respect to any Released Claims; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property or the Estates of such Entities on account of or in connection with or with respect to any Released Claims unless such holder has filed a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims released or settled pursuant to the Plan.

Upon entry of the Confirmation Order, all holders of Claims and Interests and their respective current and former employees, agents, officers, directors, principals, and direct and indirect Affiliates shall be enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each holder of an Allowed Claim or Allowed Interest, as applicable, by accepting, or being eligible to accept, distributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to the Plan, shall be deemed to have consented to the injunction provisions set forth in this Article VIII.F hereof.

G. Protections Against Discriminatory Treatment.

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.

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H. Document Retention.

On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors.

I. Reimbursement or Contribution.

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmation Date: (1) such Claim has been adjudicated as non-contingent or (2) the relevant holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered prior to the Confirmation Date determining such Claim as no longer contingent.

ARTICLE IX.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN

A. Conditions Precedent to the Effective Date.

It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B hereof:

a. the Debtors shall have achieved the Achievement Target; and

b. the Bankruptcy Court shall have entered the Confirmation Order, which shall be a Final Order, in form and substance consistent in all respects with the Restructuring Support Agreement (including any consent rights thereunder) and otherwise in form and substance acceptable to the Debtors and the Required Consenting Stakeholders, and which shall:

i. authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan;

ii. decree that the provisions in the Confirmation Order and the Plan are nonseverable and mutually dependent;

iii. authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions, including the Rights Offering; (b) distribute the New Common Stock and the New Warrants pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and issuances as required under the Plan, including Cash and the New Common Stock; and (d) enter into any agreements, transactions, and sales of property as set forth in the Plan Supplement, including the Management Incentive Plan, in each case, in a manner consistent with the terms of the Restructuring Support Agreement and subject to the consent rights set forth therein;

iv. authorize the implementation of the Plan in accordance with its terms; and

v. provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; and

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c. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan;

d. the final version of each of the Plan, the Definitive Documents, and all documents contained in any supplement to the Plan, including Plan Supplement and any exhibits, schedules, amendments, modifications, or supplements thereto or other documents contained therein shall have been executed or filed, as applicable in form and substance consistent in all respects with the Restructuring Support Agreement, the Restructuring Term Sheet, and the Plan, and comply with the applicable consent rights set forth in the Restructuring Support Agreement and/or the Plan for such documents and shall not have been modified in a manner inconsistent with the Restructuring Support Agreement;

e. the Exit Facility Documents shall have been duly executed and delivered by all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the effectiveness of the Exit Facilities shall have been satisfied or duly waived in writing in accordance with the terms of each of the Exit Facilities and the closing of each of the Exit Facilities shall have occurred;

f. the Final Order approving the DIP Credit Facility shall have been entered and shall remain in full force and effect and no event of default shall have occurred and be continuing thereunder;

g. no more than $50 million principal amount of Prepetition Secured Letters of Credit or DIP Letters of Credit (other than cash collateralized letters of credit) shall have been drawn and unreimbursed in full in Cash as of the Effective Date; provided that this condition may be waived solely with the written consent of the Required Consenting LC Lenders;

h. Reorganized McDermott shall have a minimum of $820 million of Cash on its balance sheet (which amount shall not include Cash held by the Debtors’ joint-venture affiliates or cash collateral securing the Cash Secured Letters of Credit, the Lloyds Letters of Credit, and the DIP Cash Secured Letters of Credit) assuming normal working capital; provided that this condition may be waived solely with the written consent of the [Required Consenting Lenders];

i. all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses;

j. the Technology Business Sale shall have been consummated;

k. to the extent invoiced in accordance with the terms of the Plan, the payment in Cash in full of the Restructuring Expenses; and

l. the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in the Restructuring Term Sheet in a manner consistent with the Restructuring Support Agreement (and subject to, and in accordance with, the consent rights set forth therein), the Restructuring Term Sheet, and the Plan.

B. Waiver of Conditions.

Except as otherwise specified in the Plan or the Restructuring Support Agreement, any one or more of the conditions to Consummation set forth in this Article IX may be waived by the Debtors with the prior written consent of the Required Consenting Lenders (not to be withheld unreasonably), without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan.

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C. Effect of Failure of Conditions.

If Consummation does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan, the Disclosure Statement, or Restructuring Support Agreement shall: (1) constitute a waiver or release of any Claims by the Debtors, Claims, or Interests; (2) prejudice in any manner the rights of the Debtors, any holders of Claims or Interests, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any holders of Claims or Interests, or any other Entity.

D. Substantial Consummation

“Substantial Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), shall be deemed to occur on the Effective Date.

ARTICLE X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments.

Except as otherwise specifically provided in this Plan and subject to the consent rights set forth in the Restructuring Support Agreement, the Debtors reserve the right to modify the Plan, whether such modification is material or immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in the Plan and the requirements of section 1127 of the Bankruptcy Code, Rule 3019 of the Federal Rules of Bankruptcy Procedure, and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors expressly reserves its respective rights to revoke or withdraw, or to alter, amend, or modify the Plan with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan.

B. Effect of Confirmation on Modifications.

Entry of the Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of Plan.

To the extent permitted by the Restructuring Support Agreement, the Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date and to File subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan, or if Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected under the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity.

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ARTICLE XI.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or relating to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

a. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the secured or unsecured status, priority, amount, or allowance of Claims or Interests;

a. decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

b. resolve any matters related to: (a) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Cures pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to Article V hereof, any Executory Contracts or Unexpired Leases to the list of Executory Contracts and Unexpired Leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired;

c. ensure that distributions to holders of Allowed Claims and Allowed Interests (as applicable) are accomplished pursuant to the provisions of the Plan, including with respect to the New Warrants;

d. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

e. adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;

f. enter and implement such orders as may be necessary to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created or entered into in connection with the Plan or the Disclosure Statement, including the Restructuring Support Agreement;

g. enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;

h. resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

i. issue injunctions, enter and implement other orders, or take such other actions as may be necessary to restrain interference by any Entity with Consummation or enforcement of the Plan;

j. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunctions, exculpations, and other provisions contained in Article VIII hereof and enter such orders as may be necessary or appropriate to implement such releases, injunctions, and other provisions;

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k. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the repayment or return of distributions and the recovery of additional amounts owed by the holder of a Claim or Interest for amounts not timely repaid pursuant to Article VI.L hereof;

l. enter and implement such orders as are necessary if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

m. determine any other matters that may arise in connection with or relate to the Plan, the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan or the Disclosure Statement, including the Restructuring Support Agreement;

n. enter an order concluding or closing the Chapter 11 Cases;

o. adjudicate any and all disputes arising from or relating to distributions under the Plan;

p. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

q. determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code;

r. hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Plan or the Confirmation Order, including disputes arising under agreements, documents, or instruments executed in connection with the Plan;

s. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

t. hear and determine all disputes involving the existence, nature, scope, or enforcement of any exculpations, discharges, injunctions, and releases granted in the Plan, including under Article VIII hereof, regardless of whether such termination occurred prior to or after the Effective Date;

u. enforce all orders previously entered by the Bankruptcy Court; and

v. hear any other matter not inconsistent with the Bankruptcy Code.

As of the Effective Date, notwithstanding anything in this Article XI to the contrary, the New Organizational Documents and the Exit Facilities and any documents related thereto shall be governed by the jurisdictional provisions therein and the Bankruptcy Court shall not retain jurisdiction with respect thereto.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect.

Subject to Article IX.A hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan (including, for the avoidance of doubt, the documents and instruments contained in the Plan Supplement) shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whether such holders of Claims or Interests have, or are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.

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B. Additional Documents.

On or before the Effective Date, and consistent in all respects with the terms of the Restructuring Support Agreement, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary to effectuate and further evidence the terms and conditions of the Plan and the Restructuring Support Agreement. The Debtors or the Reorganized Debtors, as applicable, and all holders of Claims or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C. Payment of Statutory Fees.

All fees payable pursuant to section 1930(a) of the Judicial Code, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid by each of the Reorganized Debtors (or the Disbursing Agent on behalf of each of the Reorganized Debtors) for each quarter (including any fraction thereof) until the earlier of entry of a final decree closing such Chapter 11 Cases or an order of dismissal or conversion, whichever comes first.

D. Statutory Committee and Cessation of Fee and Expense Payment.

On the Confirmation Date, any statutory committee appointed in the Chapter 11 Cases shall dissolve and members thereof shall be released and discharged from all rights and duties from or related to the Chapter 11 Cases. The Reorganized Debtors shall no longer be responsible for paying any fees or expenses incurred by the members of or advisors to any statutory committees after the Confirmation Date.

E. Reservation of Rights.

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order, and the Confirmation Order shall have no force or effect if the Effective Date does not occur. None of the Filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the holders of Claims or Interests prior to the Effective Date.

F. Successors and Assigns.

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, Affiliate, officer, manager, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity.

G. Notices.

All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

Debtors	Counsel to the Debtors
McDermott International, Inc. 757 North Eldridge Parkway Houston, Texas 77079 Attention: John Freeman	Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Joshua A. Sussberg, P.C., Christopher T. Greco, P.C., and Anthony R. Grossi

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	and Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 Attention: John R. Luze and Jackson Walker L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Attention: Elizabeth C. Freeman and Matthew D. Cavenaugh
United States Trustee	Counsel to the Consenting Superpriority Term Lenders and the Consenting Term Lenders
Office of The United States Trustee 515 Rusk Street, Suite 3516 Houston, TX 77002	Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: Damian S. Schaible and Natasha Tsiouris
Counsel to the proposed DIP LC Agent, the proposed DIP Collateral Agent, the Revolving and LC Administrative Agent, the 2018 Collateral Agent, the Superpriority Revolving Administrative Agent and the Superpriority Collateral Agent	Counsel to the proposed DIP Term Loan Agent, the 2021 LC Administrative Agent, the Superpriority Term Loan Agent, and the Term Loan Administrative Agent
Linklaters LLP 1345 Avenue of the Americas New York, New York 10105 Attention: Margot Schonholtz and Penelope Jensen and Bracewell LLP 711 Louisiana Street Houston, Texas 77002 Attention: William A. (Trey) Wood III	Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Attention: Andrew Parlen and Anupama Yerramalli
Counsel to the Consenting Noteholders
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Andrew N. Rosenberg and Alice B. Eaton -and- Brown Rudnick LLP 7 Times Square New York, NY 10036 Attention: Robert J. Stark and Bennett S. Silverberg

After the Effective Date, the Reorganized Debtors have the authority to send a notice to Entities that to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.

H. Term of Injunctions or Stays.

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

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I. Entire Agreement.

Except as otherwise indicated, and without limiting the effectiveness of the Restructuring Support Agreement, the Plan (including, for the avoidance of doubt, the documents and instruments in the Plan Supplement) supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.

J. Plan Supplement.

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at https://cases.primeclerk.com/McDermott or the Bankruptcy Court’s website at www.txs.uscourts.gov/bankruptcy. To the extent any exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of the Plan shall control.

K. Nonseverability of Plan Provisions.

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the Debtors’ or Reorganized Debtors’ consent, as applicable; and (3) nonseverable and mutually dependent.

L. Votes Solicited in Good Faith.

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with section 1125(g) of the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors, and attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of securities offered and sold under the Plan and any previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtors will have any liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan.

M. Closing of Chapter 11 Cases.

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

N. Waiver or Estoppel.

Each holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court prior to the Confirmation Date.

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O. Creditor Default

An act or omission by a holder of a Claim or an Interest in contravention of the provisions of this Plan shall be deemed an event of default under this Plan. Upon an event of default, the Reorganized Debtors may seek to hold the defaulting party in contempt of the Confirmation Order and shall be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors in remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Court may: (a) designate a party to appear, sign and/or accept the documents required under the Plan on behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by order of specific performance; (c) award judgment against such defaulting creditor in favor of the Reorganized debtor in an amount, including interest, to compensate the Reorganized Debtors for the damages caused by such default; and (d) make such other order as may be equitable that does not materially alter the terms of the Plan.

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Dated: January 21, 2020	MCDERMOTT INTERNATIONAL, INC.
	on behalf of itself and all other Debtors
	/s/ John Castellano
	John Castellano
	Chief Restructuring Officer

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Exhibit B

Restructuring Support Agreement

Execution Version

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 15.02 and including, without limitation, the term sheet attached hereto as Exhibit A (the “Restructuring Term Sheet”)¹, this “Agreement” or the “RSA,” as applicable) is made and entered into as of the Execution Date, by and among the following Parties:

i. the Company Parties;

ii. the undersigned Consenting 2021 LC Lenders;

iii. the undersigned Consenting 2023 LC Lenders;

iv. the undersigned Consenting Revolving Lenders;

v. the undersigned Consenting Term Lenders;

vi. the undersigned Consenting Cash Secured LC Issuers;

vii. the undersigned Consenting Superpriority Term Lenders;

viii. the undersigned Consenting Superpriority LC Lenders; and

ix. the undersigned Consenting Noteholders.

¹ Capitalized terms used but not defined herein have the meanings given to such terms in Exhibit 1 to the Restructuring Term Sheet.

RECITALS

WHEREAS, the Company Parties and the Consenting Stakeholders have in good faith and at arms’ length negotiated the Restructuring Transactions;

WHEREAS, the Company Parties intend to implement the Restructuring Transactions, including through the commencement of the Chapter 11 Cases; and

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1. Definitions and Interpretation.

1.01. Definitions. Capitalized terms used but not defined in this Agreement have the meanings given to such terms in Exhibit 1 to Exhibit A attached hereto.

1.02. Interpretation. For purposes of this Agreement:

(a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and neuter gender;

(b) capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

(c) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided that any capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;

(e) unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

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(f) the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(g) captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(h) references to “shareholders,” “directors,” or “officers” shall also include “members” or “managers,” as applicable, as such terms are defined under the applicable limited liability company Laws;

(i) the use of “include” or “including” is without limitation, whether stated or not;

(j) references to “holder” include beneficial owners (including participants) or lenders of record in respect of Prepetition Secured Facilities; and

(k) the phrase “counsel to the Consenting Stakeholders” refers in this Agreement to each counsel specified in Section 15.10 other than counsel to the Company Parties.

Section 2.

2.01. Effectiveness of this Agreement. This Agreement shall become effective and binding upon each of the Parties on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:

(a) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties;

(b) the following shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties: ²

(i) holders of at least two-thirds of the aggregate outstanding principal amount of 2021 Letters of Credit Claims;

(ii) holders of at least two-thirds of the aggregate outstanding principal amount of 2023 Letters of Credit Claims;

(iii) holders of at least two-thirds of the aggregate outstanding principal amount of Revolving Credit Claims;

²  All signature pages of the parties hereto shall be delivered to (a) the Consenting Stakeholders in a redacted form that removes such parties’ names and holdings of Claims against or interests in the Company and any schedules to such signature page (if applicable) and (b) the Company, Kirkland & Ellis LLP, Davis Polk & Wardwell LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Brown Rudnick LLP, and Linklaters LLP in unredacted form (and to be held by the Company, Kirkland & Ellis LLP, Davis Polk & Wardwell LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Brown Rudnick LLP, and Linklaters LLP on a professionals’-eyes-only basis).

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(iv) holders of at least two-thirds of the aggregate outstanding principal amount of Term Loan Facility Claims;

(v) holders of at least two-thirds of the aggregate outstanding principal amount of Cash Secured Letter of Credit Claims;

(vi) holders of at least two-thirds of the aggregate outstanding principal amount of Superpriority Term Loan Facility Claims;

(vii) holders of at least two-thirds of the aggregate outstanding principal amount of Superpriority Letter of Credit Claims; and

(viii) holders of at least two-thirds of the aggregate outstanding principal amount of Senior Notes Claims.

(c) the Company Parties shall have paid all Restructuring Expenses that have been invoiced by no later than January 17, 2020;

(d) counsel to the Company Parties shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof (by email) that the other conditions to the Agreement Effective Date set forth in this Section 2.01 have occurred;

(e) the Term Loan Ad Hoc Group shall have provided a schedule of their letter of credit exposure (including participation amounts) under the Credit Agreement, the 2021 LC Agreement and the Lloyds Letter of Credit Agreement to the Liquidity Lender Steering Committee which delivery shall be confirmed by the Revolving and LC Agent Advisors to counsel to the Company Parties;

(f) the Company shall have obtained lender commitments sufficient to satisfy the aggregate letter of credit commitments required to fund the Senior Exit LC Facility upon the Plan Effective Date; and

(g) the Company shall have obtained lender commitments sufficient to satisfy the aggregate commitments required to fund the New DIP Term Loans and the New DIP Letters of Credit under the DIP Credit Facility as specified in the DIP Credit Facility Term Sheet.

Section 3. Definitive Documents.

3.01. The Definitive Documents governing the Restructuring Transactions shall include the following:

(a) the Plan;

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(b) the Plan Supplement and all documents, annexes, exhibits, schedules contained therein, including any schedules of rejected contracts;

(c) all motions, filings, documents, agreements related to the Technology Business Sale, including the Purchase Agreement, the Bidding Procedures Motion, the Bidding Procedures Order and the Sale Order;

(d) all motions, filings, documents, agreements related to the New Warrants or the Rights Offering;

(e) the DIP Credit Agreement Documents;

(f) the Disclosure Statement;

(g) the Disclosure Statement Motion;

(h) the Solicitation Materials;

(i) the Disclosure Statement Order;

(j) the Confirmation Order and pleadings in support of entry of the Confirmation Order;

(k) the Exit Facility Agreements and related documentation;

(l) the Management Incentive Plan and related documents or agreements;

(m) the Business Plan;

(n) the organizational documents and all other governing documents and agreements of the reorganized Company, and any and all documentation required to implement, issue and distribute the New Common Stock, including any stockholders’ agreement or registration rights agreement;

(o) First Day Pleadings and Second Day Pleadings and all orders sought pursuant thereto, including the DIP Orders;

(p) a motion seeking approval of retention or incentive compensation plans for key members of the Company’s executive management team;

(q) any other material agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court related to the Restructuring Transactions;

(r) any order, or amendment or modification of any order, entered by the Bankruptcy Court related to the foregoing items (a) through (p); and

(s) any materials filed in any foreign proceeding commenced by any Company Party in connection with the Restructuring Transactions.

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3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall reflect and contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including, for the avoidance of doubt, the Restructuring Term Sheet as they may be modified, amended, restated, amended and restated, supplemented, or otherwise modified in accordance with Section 14. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date and any amendment to the Definitive Documents shall otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Lenders; provided that the Plan, Plan Supplement and all documents contained therein (other than all organization, governance and shareholder documents), Purchase Agreement, Bidding Procedures Motion, Bidding Procedures Order, Sale Order, Confirmation Order, Disclosure Statement Order, DIP Orders, DIP Credit Documents, and Exit Facility Agreements and related documentation, including with respect to any modifications, amendments, or supplements to such Definitive Documents shall be acceptable to the Required Consenting Lenders; provided further that any provision of the Definitive Documentation, including the Plan, the Plan Supplement, the Confirmation Order, including any amendments or modifications thereto, that provides for or otherwise affects the treatment of the Senior Notes Claims as contemplated by this Agreement and the Plan or the rights and benefits afforded the Consenting Noteholders hereunder or under the Plan shall be in form and substance reasonably acceptable to the Required Consenting Noteholders; provided further that all organization, governance and shareholder documents, shall be acceptable to the Required Consenting Term Lenders and the Required Consenting Revolving Lenders and in form and substance reasonably acceptable to the Required Consenting Noteholders with respect to any customary minority protections and any provision thereof that relates to or impacts the treatment afforded the Senior Notes Claims contemplated hereby, including the New Warrants, the New Warrant Agreements, including the anti-dilution and Black Scholes protection to be provided for in connection therewith, and the customary minority protections to be afforded to the holders of Senior Notes Claims as holders of New Common Stock shall be in form and substance reasonably acceptable to the Required Consenting Noteholders.

Section 4. Milestones. The Company shall implement the Restructuring Transactions in accordance with the following Milestones:

(a) on or before the Outside Petition Date, the Company shall have filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court;

(b) on the Petition Date, the Company shall have filed with the Bankruptcy Court (i) a motion seeking entry of the Interim DIP Order and (ii) the Bidding Procedures Motion;

(c) no later than 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;

(d) no later than 35 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Bidding Procedures Order;

(e) no later than 30 calendar days after the Petition Date, the Company shall have filed the Plan, the Disclosure Statement and the Disclosure Statement Motion;

(f) no later than 35 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order;

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(g) no later than 45 calendar days after the Petition Date, the Bid Deadline (as defined in the Bidding Procedures Order) shall have expired;

(h) no later than 50 calendar days after the Petition Date, the Auction (as defined in the Bidding Procedures Order), if any, shall have occurred;

(i) no later than 80 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Sale Order;

(j) no later than 90 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order;

(k) no later than 150 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order;

(l) no later 9 months after the Petition Date, the Plan shall have become effective; provided that such milestone shall be automatically extended for an additional 90 days solely to the extent regulatory approvals remain outstanding for the Technology Business Sale.

The Company may extend a Milestone only with the express prior written consent of the Required Consenting Lenders, which consent may be provided via email from counsel to each of the Required Consenting Lenders.

Section 5. Commitments of the Consenting Stakeholders.

5.01. General Commitments, Forbearances, and Waivers.

(a) Affirmative commitments. During the Agreement Effective Period, and subject to the terms of this Agreement, each Consenting Stakeholder agrees, severally, and not jointly, in respect of all of its Company Claims/Interests, to:

(i) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;

(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;

(iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 5.01(b) provided that nothing in the Section 5.01(iv) shall require any Consenting Stakeholder to take any action for which they will incur additional out of pocket or legal expenses unless reimbursed by the Company Parties;

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(iv) give any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions; and

(v) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party and coordinate its activities with the other Parties (to the extent practicable and subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring Transactions.

(b) Negative commitments. During the Agreement Effective Period, and subject to the terms of this Agreement, each Consenting Stakeholder agrees, severally, and not jointly, in respect of all of its Company Claims/Interests, that it shall not, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly:

(i) object to, delay, impede, or take any other action that would reasonably be expected to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions;

(ii) solicit, propose, enter into, file, vote for or otherwise knowingly support, participate in or approve any Alternative Restructuring Proposal;

(iii) knowingly Transfer its Company Claims/Interests to a non-affiliated party for the purpose of enabling or effectuating a credit bid by such non-affiliated party for the Technology Business in connection with the Technology Business Sale;

(iv) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement, the Definitive Documents, provided that such Definitive Documents are approved by the Required Consenting Stakeholders as required in section 3.02, or the Plan;

(v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties;

(vi) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests; or

(vii) object to, delay, impede, or take any other action that would reasonably be expected to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code.

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5.02. Commitments with Respect to Chapter 11 Cases.

(a) During the Agreement Effective Period, and subject to the terms of this Agreement, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:

(i) vote each of its Company Claims/Interests (or take the necessary steps to direct its lender of record to vote such Company Claims/Interests) to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; and

(ii) refrain from changing, revoking, amending or withdrawing (or causing such change, revocation, amendment or withdrawal of) such vote or consent; provided that, subject to the order approving the Disclosure Statement and solicitation procedures, such vote may be revoked (and, upon such revocation, deemed void ab initio) by such Consenting Stakeholder at any time following the expiration of the Agreement Effective Period, or upon termination of this Agreement as to such Consenting Stakeholder pursuant to the terms hereof (other than a termination resulting from a breach of this Agreement by such Consenting Stakeholder); and

(iii) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) designating that it does not opt out of the releases.

(b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court contemplated by this Agreement or the Definitive Documents, provided that such Definitive Documents are approved by the Required Consenting Stakeholders as required in section 3.02, and shall not:

(i) propose, support, or file a pleading with the Bankruptcy Court seeking entry of an order authorizing, indirectly or directly, any use of cash collateral or debtor-in-possession financing other than as proposed in this Agreement, the Interim DIP Order or the Final DIP Order; or

(ii) direct any of the Term Loan Administrative Agent, the Revolving and LC Administrative Agent, the 2021 LC Administrative Agent, the Lloyds LC Bank, the 2018 Collateral Agent, the Superpriority Agreement Agents or the Senior Notes Trustee to propose, file or support a pleading with the Bankruptcy Court seeking entry of an order authorizing, directly or indirectly, any use of cash collateral or debtor-in-possession financing other than as proposed in each of the DIP Orders and, to the extent such administrative agent, collateral agent, or indenture trustee proposes, files or supports such a pleading, shall direct such agent or trustee to withdraw immediately such proposal, support, or pleading.

5.03. Additional Commitments with Respect to the Senior Exit LC Facility. Each of the undersigned Consenting Revolving Lenders and Consenting LC Lenders, severally and not jointly, hereby commits to deliver a commitment of an Approved Institution under the Senior Exit LC Facility in an amount equal to the amount immediately prior to the Petition Date of all of its

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commitments (whether used or unused) in respect of (i) the 2021 LC Facility, (ii) the 2023 LC Facility, (iii) the Lloyds LC Facility and (iv) the Revolving Credit Facility minus its commitments in respect of Revolving Loans, in each case, whether owned directly or beneficially through a participation, held by such Consenting Lender as of the date hereof or acquired by such Consenting Lender during the Agreement Effective Period, less such lender’s participation in any letter of credit that is drawn and not reimbursed in full in cash under the Prepetition Secured Facilities prior to or during the pendency of the Chapter 11 Cases (such amounts, each such Consenting Revolving Lender’s or Consenting LC Lender’s “Recommit Amount”). For the avoidance of doubt, the commitments of Consenting Lenders made in this Section 5.03 (i) shall transfer to any transferee of the corresponding Company Claims/Interests subject to the terms of this Agreement and (ii) shall terminate upon the earlier of (x) the termination of this Agreement with respect to the Consenting Lender providing such commitment and (y) with respect to each Consenting Lender that does not consent to a further extension, the date falling ten (10) months and ninety (90) days after the Petition Date. Nothing in this Section 5.03 shall apply with respect to commitments of any Consenting Lender in excess of the amount set forth on the signature page of each Consenting Lender or acquired by such Consenting Lender during the Agreement Effective Period or otherwise transferred in accordance with Section 9 hereof. As used in this Section 5.03, “Approved Institution” shall mean an institution acceptable to the initial letter of credit issuing banks under the Senior Exit LC Facility. Notwithstanding anything to the contrary herein, unless otherwise expressly agreed by such Consenting Revolving Lender or Consenting LC Lender, in no event shall the sum of any Consenting Revolving Lender’s or Consenting LC Lender’s (a) aggregate commitments under the Senior Exit LC Facility plus (b) aggregate participation in the Roll-Off LC Exit Facility at any time exceed such respective Consenting Revolving Lender’s or Consenting LC Lender’s Recommit Amount.

5.04. DIP Commitments. Each DIP Lender, severally and not jointly, commits to provide or cause to be provided by any fronting banks or any of its subsidiaries or affiliates or any funds and/or accounts managed, advised or controlled by any of the foregoing New DIP Term Loans and New DIP Letters of Credit in an amount up to the amount specified on its signature page to this Agreement, provided that the allocations of the New DIP Term Loans and the New DIP Letters of Credit and the terms thereof shall be subject to the terms and conditions as set forth in the DIP Credit Facility Term Sheet and otherwise subject to this Agreement and relevant Definitive Documents. Each DIP Letter of Credit Lender shall participate in DIP Letters of Credit through an institution acceptable to the initial letter of credit issuing banks under the DIP Credit Facility (which for the avoidance of doubt shall include any lender of record under the 2023 LC Facility).

Section 6. Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of delaying, interfering, impeding, or taking any other action to delay, interfere or impede, directly or indirectly, the Restructuring Transactions; (b) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (c) prevent any Consenting Stakeholder from enforcing this Agreement or any Definitive

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Documents, provided that such Definitive Documents are approved by the Required Consenting Stakeholders as required in section 3.02, or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; or (d) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date); and for the avoidance of doubt, that upon the Termination Date as to a Consenting Stakeholder (other than a Termination Date as a result of the occurrence of the Plan Effective Date), such Consenting Stakeholder’s vote shall automatically be deemed void ab initio and such Consenting Stakeholder shall have a reasonable opportunity to cast a vote.

Notwithstanding anything to the contrary herein, each Party recognizes, acknowledges and agrees that (i) this Agreement binds only the desk or business unit that executes this Agreement and shall not be binding on any other desk, business unit or Affiliate, unless such desk, business unit or Affiliate separately becomes a Party hereto or otherwise acquires a Claims as a result of a transfer in accordance with Section 9 of this Agreement or is otherwise a DIP Lender and (ii) nothing in this Agreement, including the Restructuring Term Sheet, shall require a Consenting Stakeholder to cause any Affiliate to support, execute or otherwise take any action in connection with the release of Released Parties as specified in the Restructuring Term Sheet.

Section 7. Commitments of the Company Parties.

7.01. Affirmative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each Company Party, jointly and severally, agrees that it shall, and, to the extent applicable and subject to Section 8 hereof, that it shall direct its direct and indirect subsidiaries to:

(a) commence the Chapter 11 Cases on or before the Outside Petition Date;

(b) support and in good faith take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement;

(c) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment, including to negotiate in good faith appropriate additional or alternative provisions to address any such impediment, in each case, in a manner acceptable to the Required Consenting Lenders and reasonably acceptable to the Required Consenting Noteholders;

(d) use best efforts to obtain any and all required governmental, regulatory and third-party approvals for the implementation or consummation of the Restructuring Transactions, including the Technology Business Sale and the approval by the Bankruptcy Court of the Definitive Documents;

(e) negotiate in good faith and use best efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions, including the Technology Business Sale, as contemplated by this Agreement;

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(f) use best efforts to seek additional support for the Restructuring Transactions from their other material stakeholders to the extent reasonably necessary and coordinate its activities with the other Parties hereto (subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring Transactions, including the Technology Business Sale, and obtaining any concessions from stakeholders as set forth in the Business Plan, and take any and all appropriate actions in furtherance of this Agreement;

(g) provide drafts of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court to the Revolving and LC Agent Advisors, the AHG Term Advisors and the AHG Noteholder Advisors at least three (3) Business Days prior to the date when the Company intends to file any such pleading or other document (provided that if delivery of such motions, orders or materials (other than the Plan, the Disclosure Statement, the Confirmation Order or DIP Orders or any amendments thereto) at least three (3) Business Days in advance is not reasonably practicable, such motion, order or material shall be delivered as soon as reasonably practicable prior to filing), and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court;

(h) provide to the Revolving and LC Agent Advisors, the AHG Term Advisors and the AHG Noteholder Advisors, upon reasonable advance notice to the Company, timely and reasonable responses to all reasonable diligence requests;

(i) (i) prosecute and defend any objections or appeals relating to the Restructuring Transactions, including, without limitation, the First Day Pleadings, the Second Day Pleadings, the DIP Orders, the Bidding Procedures Order, the Sale Order, the Disclosure Statement Order, the Confirmation Order, and the Restructuring Transactions; and (ii) not take any action that is inconsistent with, or alter, delay, impede, or interfere with, the Restructuring Transactions, including, without limitation, approval of the DIP Orders or the Disclosure Statement, confirmation of the Plan, or consummation of the Plan and the Restructuring Transactions;

(j) timely file a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order (i) directing the appointment of an examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) or a trustee, (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing the Chapter 11 Cases, (iv) modifying or terminating the Company’s exclusive right to file and solicit acceptances of a plan of reorganization or (v) for relief that (A) is inconsistent with this Agreement in any respect or (B) would, or would reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring;

(k) promptly pay all prepetition and postpetition fees and expenses of the Revolving and LC Agent Advisors, the AHG Term Advisors, and the AHG Noteholder Advisors (in each case, in accordance with the terms of their respective engagement letters with their respective clients, if any (collectively, together with the fees and expenses of any legal counsel to such advisors in any local or foreign jurisdictions, the “Restructuring Expenses”)); and unless otherwise agreed by the Company and the applicable firm, the Company shall (i) on the Closing Date (as defined in the DIP Credit Agreement) of the DIP Credit Agreement, pay (x) all Restructuring Expenses accrued but unpaid as of such date (to the extent invoiced), whether or not

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such Restructuring Expenses are then due, outstanding, or otherwise payable in connection with this matter and (y) fund or replenish, as the case may be, any retainers reasonably requested by any of the foregoing professionals, in each case in accordance with the terms of their respective engagement letters with their respective clients; (ii) after the Closing Date of the DIP Credit Agreement, pay all accrued but unpaid Restructuring Expenses on a monthly basis and within ten (10) Business Days of receipt of invoices in respect thereof; and (iii) on the Plan Effective Date, so long as this Agreement has not been terminated as to all Parties, pay all accrued and unpaid Restructuring Expenses incurred up to (and including) the Plan Effective Date by Parties still subject to this Agreement (provided, for the avoidance of doubt, that such Restructuring Expenses have not been satisfied during the Chapter 11 Cases pursuant to the DIP Orders or otherwise), without any requirement for Bankruptcy Court review or further Bankruptcy Court order; provided that, notwithstanding the foregoing, nothing herein shall affect or limit any obligations of the Company Parties to pay the Restructuring Expenses as provided in the DIP Orders; provided that any invoices shall not be required to contain individual time detail and the foregoing shall be subject to and qualified by and provisions related to the payment of Restructuring Expenses set forth in the DIP Orders;

(l) timely file a formal objection to any motion, application, or adversary proceeding challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the claims of the Consenting Stakeholders;

(m) comply with all Milestones;

(n) subject to applicable laws, use commercially reasonable efforts to, consistent with the pursuit and consummation of the Restructuring Transactions, preserve intact in all material respects the current business operations of the Company Parties (other than as consistent with applicable fiduciary duties and as contemplated by this Agreement), keep available the services of its current officers and material employees, subject to voluntary resignations, terminations for cause, or terminations consistent with applicable fiduciary duties, and other than as contemplated by this Agreement and the Business Plan, preserve in all material respects its relationships with vendors, customers, sales representatives, suppliers, distributors, and others, in each case, having material business dealings with the Company (other than terminations for cause or consistent with applicable fiduciary duties) in each case consistent in all respects with the Business Plan;

(o) as soon as reasonably practicable, notify the Required Consenting Lenders of any governmental or third-party complaints, litigations, investigations, or hearings (or communications indicating that the same may be contemplated or threatened) that would prevent, hinder, or delay the consummation of the transactions contemplated in this Agreement or the Plan of which the Company Advisors have actual knowledge by furnishing written notice to the Required Consenting Lenders within three (3) Business Days of actual knowledge of such event; and

(p) within two (2) Business Days of obtaining knowledge thereof, provide written notice to the Revolving and LC Agent Advisors, the AHG Term Advisors and the AHG Noteholder Advisors of any: (i) occurrence, or failure to occur, of any event of which any of the Company Advisors have actual knowledge which occurrence or failure which would cause any covenant of the Company contained in this Agreement not to be satisfied in any respect; (ii) receipt of any

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written notice by the Company of which the Company Advisors are aware from any governmental body in connection with this Agreement or the Restructuring Transactions; (iii) receipt of any written notice by the Company of which the Company Advisors are aware of any proceeding commenced, or, to the actual knowledge of the Company Advisors, threatened against the Company, relating to or involving or otherwise affecting in any material respect the Restructuring Transactions; (iv) receipt of any notice from the buyer under the Purchase Agreement alleging a default or event of default or similar event thereunder; and (v) receipt of any notice from any party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Restructuring Transactions.

7.02. Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:

(a) object to, delay, impede, or otherwise take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;

(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan;

(c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects;

(d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;

(e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner inconsistent with this Agreement; or

(f) seek, solicit, or support any Alternative Restructuring Proposal, and if the Company receives an unsolicited bona fide expression of interest regarding an Alternative Restructuring Proposal that the boards of directors, members, or managers (as applicable) of the Company, determine in their good-faith judgment provides a higher or better economic recovery to the Company’s creditors than that set forth in this Agreement and such Alternative Restructuring Proposal is from a proponent that the boards of directors, members, or managers (as applicable) of the Company Parties have reasonably determined is capable of timely consummating the transactions contemplated by such Alternative Restructuring Proposal, the Company Parties will, within one (1) Business Day of the receipt of such proposal or expression of interest, notify the Revolving and LC Agent Advisors, the AHG Term Advisors, and the AHG Noteholder Advisors of the receipt thereof, with such notice to include the material terms thereof, including the identity of the person or group of persons involved.

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Section 8. Additional Provisions Regarding Company Parties’ Commitments.

8.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or Governing Body to take any action or to refrain from taking any action to the extent such person or persons determines, based on the advice of counsel, that taking or failing to take such action would be inconsistent with applicable Law or its or their fiduciary obligations under applicable Law. The Company Parties shall give prompt written notice to the Consenting Stakeholders of any determination made in accordance with this Section 8.01. This Section 8.01 shall not impede any Party’s right to terminate this Agreement pursuant to Section 13 of this Agreement, including on account of any action or inaction the Company Party or a Governing Body of a Company Party may take pursuant to this Section 8.01.

8.02. Notwithstanding anything to the contrary in this Agreement (but subject to Section 8.01), each Company Party and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (a) consider, respond to, and facilitate Alternative Restructuring Proposals; (b) provide access to non-public information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity; (c) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (d) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (e) enter into or continue discussions or negotiations with holders of Company Claims/Interests (including any Consenting Stakeholder), any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee), or any other Entity regarding the Restructuring Transactions or Alternative Restructuring Proposals; provided, that if any Company Party, receives an unsolicited Alternative Restructuring Proposal, then such Company Party shall (x) within one (1) Business Day of receiving such proposal, provide the Revolving and LC Agent Advisors, the AHG Term Advisors, and the AHG Noteholder Advisors with all documentation received in connection with such Alternative Restructuring Proposal; (y) provide counsel to the Consenting Stakeholders with regular updates as to the status and progress of such Alternative Restructuring Proposal; and (z) respond promptly to reasonable information requests and questions from counsel to the Consenting Stakeholders relating to such Alternative Restructuring Proposal.

8.03. Nothing in this Agreement shall: (a) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions, except as expressly provided herein; or (b) prevent any Company Party from enforcing this Agreement or any Definitive Document or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or any Definitive Document.

8.04. Automatic Stay. The Company Parties, to the fullest extent permitted by law, waive the applicability of the automatic stay of section 362 of the Bankruptcy Code to the giving of notice of termination of this Agreement by any Party pursuant to this Agreement; provided that nothing herein shall prejudice any Party’s rights to argue that the giving of such notice of default or termination was not proper under the terms of this Agreement.

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Section 9. Transfer of Interests and Securities.

9.01. During the Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:

(a) in the case of any Company Claims/Interests, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or (4) a Consenting Stakeholder; and

(b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim or Company Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer.

9.02. Upon compliance with the requirements of Section 9.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. With respect to Company Claims/Interests held by the relevant transferee upon consummation of a Transfer, such transferee is deemed to make all of the representations and warranties of a Consenting Stakeholder and undertake all obligations relevant to such transferor (including, for the avoidance of doubt, the commitments made in Section 5.03) set forth in this Agreement. Any Transfer in violation of Section 9.01 shall be void ab initio.

9.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests; provided that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition.

9.04. This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently

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transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee is otherwise permitted under Section 9.01; and (iii) the Transfer is otherwise permitted under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be permitted under Section 9.01.

9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

9.07. Additional Consenting Stakeholders. Any holder of Claims that is not a party to this Agreement as of the Agreement Effective Date may, at any time after the Agreement Effective Date, become an Additional Consenting Stakeholder by executing a Joinder substantially in the form attached hereto as Exhibit C, pursuant to which such Additional Consenting Stakeholder shall be bound by the terms of this Agreement.

Section 10. Representations and Warranties of Consenting Stakeholders. Each Consenting Stakeholder severally, and not jointly, represents and warrants that, as of the date such Consenting Stakeholder executes and delivers this Agreement and as of the Plan Effective Date:

(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms;

(b) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other constitutional documents;

(c) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action on its part;

(d) it is the beneficial or record owner of the face amount of the Company Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in, and, having made reasonable inquiry, is not the beneficial or record owner of any Company Claims/Interests other than those reflected in, such Consenting Stakeholder’s signature page to this Agreement or a Transfer Agreement or a Joinder, as applicable (as may be updated pursuant to Section 9); provided, that no Consenting Stakeholder shall be required to include in its Company Claims/Interests identified on its signature page hereto any

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amount that is subject to an open trade as of the date hereof, and, notwithstanding anything herein to the contrary, such amounts shall not be subject to the terms of this Agreement unless such Company Claims/Interests are identified on such Consenting Stakeholder’s signature page hereto or acquired by a Consenting Stakeholder or Additional Consenting Stakeholder after the date hereof;

(e) it has the full power and authority to act on behalf of, vote, and consent to matters concerning such Company Claims/Interests;

(f) such Company Claims/Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Consenting Stakeholder’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;

(g) it (i) either (A) is the sole owner of the Company Claims/Interests identified below its name on its signature page hereof and in the amounts set forth therein, or (B) has all necessary investment or voting discretion with respect to the principal amount the Company Claims/Interests identified below its name on its signature page hereof, and has the power and authority to bind the owner(s) of such the Company Claims/Interests to the terms of this Agreement; (ii) is entitled (for its own accounts or for the accounts of such other owners) to all of the rights and economic benefits of such the Company Claims/Interests; and (iii) to the knowledge of the individuals working on the Restructuring Transactions, does not directly or indirectly own any the Company Claims/Interests against the Company, other than as identified below its name on its signature page hereof;

(h) it has the full power to vote, approve changes to, and transfer all of its Company Claims/Interests referable to it as contemplated by this Agreement subject to applicable Law;

(i) solely with respect to holders of Company Claims/Interests, (i) it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) a non-U.S. person (as defined in Regulation S of the Securities Act), or (C) an institutional accredited investor (as defined in the Rule 501(a)(1), (2), (3), or (7) of the Securities Act), and (ii) any securities acquired by the Consenting Stakeholder in connection with the Restructuring Transactions will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act; and

(j) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed in writing to all Parties to this Agreement.

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Section 11. Representations and Warranties of Company. Each Company Party represents, warrants, and covenants to each other Party on a joint and several basis for itself and not any other person or entity that the following statements are true, correct, and complete, to the best of its actual knowledge, as of the date hereof and as of the Plan Effective Date:

(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(b) it has the requisite corporate or other organizational power and authority to enter into this Agreement and to carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;

(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other constitutional documents;

(d) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action on its part;

(e) the execution and delivery by it of this Agreement does not violate its certificates of incorporation, or bylaws, or other organizational documents, or those of any of its affiliates in any material respect;

(f) the execution and delivery by it of this Agreement does not require any registration or filing with, the consent or approval of, notice to, or any other action with any federal, state, or other governmental authority or regulatory body, other than, for the avoidance of doubt, the actions with governmental authorities or regulatory bodies required in connection with implementation of the Restructuring Transactions;

(g) it has sufficient knowledge and experience to evaluate properly the terms and conditions of the Plan and this Agreement, and has consulted with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction; and

(h) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.

Section 12. Noteholder Consent Fee. Consenting Noteholders that have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties as of 9:00 A.M., Eastern Standard Time, on January 23, 2020 shall earn the Noteholder Consent Fee as set forth herein and in the Plan, which shall be payable on the Plan Effective Date in the form of cash and subscription rights to participate in the Rights Offering.

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Section 13. Termination Events.

13.01. Consenting Lender Termination Events. This Agreement may be terminated (x) with respect to the Consenting Revolving Lenders by the Required Consenting Revolving Lenders, (y) with respect to the Consenting LC Lenders by the Required Consenting LC Lenders, and (z) with respect to the Consenting Term Lenders and the Consenting Superpriority Term Lenders by the Required Consenting Term Lenders, in each case, by the delivery to the Company Parties of a written notice in accordance with Section 15.10 hereof upon the occurrence of the following events:

(a) the breach of any covenant or other obligation by a Company Party set forth in this Agreement that (i) is adverse to the Consenting Lenders seeking termination pursuant to this provision and (ii) remains uncured for five (5) Business Days after such terminating Consenting Lenders transmit a written notice in accordance with Section 15.10 hereof detailing any such breach;

(b) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days after such terminating Consenting Lenders transmit a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(c) the Interim DIP Order or the Final DIP Order is reversed, stayed, dismissed, vacated, reconsidered, modified or amended in a manner that is not acceptable to the Required Consenting Lenders;

(d) any default under the DIP Orders is not cured within the requisite cure period, if any, provided by the applicable DIP Order;

(e) any debtor-in-possession financing is entered into, or the Company files a motion seeking approval of debtor-in-possession financing, on terms that are inconsistent with this Agreement or otherwise not acceptable to the Required Consenting Lenders;

(f) any of the Company Parties enters into a material executory contract, lease, or other arrangement outside of the ordinary course of business without obtaining the prior written consent of the Required Consenting Lenders;

(g) the Bankruptcy Court enters an order denying confirmation of the Plan;

(h) the Confirmation Order is reversed or vacated, and the Bankruptcy Court does not enter a revised Confirmation Order acceptable to the Required Consenting Lenders within ten (10) Business Days;

(i) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting Lenders, not to be unreasonably withheld), (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing a trustee or examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;

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(j) the failure to meet any of the Milestones unless such Milestone is extended in accordance with this Agreement;

(k) the Definitive Documents and any amendments, modifications, or supplements thereto include terms that are inconsistent with this Agreement, the Restructuring Transactions and the Term Sheets, including with respect to the consent rights set forth in Section 3 and Section 14 of this Agreement; provided that the Company shall have two (2) Business Days to file revised Definitive Documents with the Bankruptcy Court consistent with this Agreement and the Term Sheets after the Company’s receipt of written notice of such breach;

(l) the dismissal of one or more of the Chapter 11 Cases without the prior written consent (such consent not to be unreasonably withheld) of the Required Consenting Lenders;

(m) the Bankruptcy Court enters a final order not subject to appeal granting relief that is inconsistent with, or denies relief sought that is contemplated by, this Agreement or the Plan in any materially adverse respect to the Consenting Lenders;

(n) the Company (i) announces that it will proceed with an Alternative Restructuring Proposal; (ii) files a motion with the Bankruptcy Court seeking the approval of an Alternative Restructuring Proposal or supports (or fails to timely object to) another party in filing or seeking approval of an Alternative Restructuring Proposal or (iii) agrees to pursue (including, for the avoidance of doubt, as may be evidenced by a term sheet, letter of intent, or similar document) or announces its intent to pursue an Alternative Restructuring Proposal;

(o) the Company withdraws the Plan or publicly announces its intention not to support the Restructuring Transactions or the Plan;

(p) the Bankruptcy Court’s enters an order terminating the Company’s exclusive right to file and solicit acceptances of a plan (including the Plan);

(q) the commencement of an involuntary bankruptcy case against the Company (or affiliate thereof) under the Bankruptcy Code, if such involuntary case is not dismissed within 45 calendar days after the filing thereof, or if a court order grants the relief sought in such involuntary case;

(r) any representation or warranty in this Agreement made by the Company shall have been untrue in any material respect when made or shall have become untrue in any material respect;

(s) the Petition Date shall not have occurred on or before the Outside Petition Date;

(t) if either (i) any Company (or any person or entity on behalf of any Company or its bankruptcy estate with proper standing) files a motion, application or adversary proceeding (or supports or fails to timely object to such a filing) (A) challenging the validity, enforceability, perfection or priority of, or seeking invalidation, avoidance, disallowance, recharacterization or subordination, of any Claim under the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement or the Superpriority Credit Agreement or (B) asserting any other cause of action against and/or with respect or relating to all or any portion of any Claim under the Credit

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Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement or the Superpriority Credit Agreement or the liens securing the any Claim under the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement or the Superpriority Credit Agreement or (ii) the Bankruptcy Court (or any court with jurisdiction over the Chapter 11 Cases) enters an order providing relief against the interests of any lender party to the Credit Agreement, 2021 LC Agreement or the Superpriority Credit Agreement with respect to any of the foregoing causes of action or proceedings, including, but not limited to, invalidating, avoiding, disallowing, recharacterizing, subordinating, or limiting the enforceability of any Claim under the Credit Agreement, 2021 LC Agreement or the Superpriority Credit Agreement;

(u) a Default or Event of Default (as each is defined in the DIP Credit Agreement) under the DIP Credit Agreement has occurred and is continuing

(v) the Company abandons or materially alters the process to consummate the Technology Business Sale in a manner not acceptable to the Required Consenting Lenders;

(w) if Technology Business Sale Proceeds are not expected to (as determined by the Required Consenting Term Lenders in their sole discretion after a 7 day consultation period with the Company Parties and the Liquidity Lender Steering Committee) or do not repay in full, in cash, the Funded DIP Indebtedness (as defined in the DIP Credit Agreement) (other than the Make Whole Amount); or

(x) any termination of this Agreement by a Consenting Lender (or group thereof) or by the Company with respect to any Consenting Lender (or a group thereof) as a result of which (i) any respective class of Consenting Lenders specified in Section 2.01(b)(i)-(viii) ceases to hold the percentage of Claims specified therein for this Agreement to become effective and (ii) the Company Parties are unable to satisfy the requisite voting thresholds to confirm the Plan.

13.02. Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon the delivery to all Parties of a written notice in accordance with Section 15.10 hereof, to terminate this Agreement only as to the Consenting Noteholders upon the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), unless waived, in writing, by the Required Consenting Noteholders on a prospective or retroactive basis:

(a) the material breach of any covenant or other obligation by a Company Party set forth in this Agreement (including with respect to any consent rights set forth in Section 3.02 hereof) that (i) is adverse to the Consenting Noteholders with respect to the rights and benefits afforded to them hereunder and under the Plan or the treatment of the Senior Notes under the Plan as contemplated hereby and thereby and (ii) remains uncured for ten (10) Business Days after the Consenting Noteholders transmit a written notice in accordance with Section 15.10 hereof detailing any such breach;

(b) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days the Required Consenting Noteholders transmit a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

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(c) the Bankruptcy Court enters a Final Order denying confirmation of the Plan;

(d) the Confirmation Order is reversed or vacated, and the Bankruptcy Court does not enter a revised Confirmation Order acceptable to the Required Consenting Noteholders within fourteen (14) Business Days;

(e) the Company (i) announces that it will proceed with an Alternative Restructuring Proposal or (ii) files a motion with the Bankruptcy Court seeking the approval of an Alternative Restructuring Proposal or supports (or fails to timely object to) another party in filing or seeking approval of an Alternative Restructuring Proposal;

(f) the Company files a Plan that provides for treatment of Senior Notes Claims that is inconsistent with the treatment of Senior Notes Claims set forth in the Restructuring Term Sheet without the prior consent of the Required Consenting Noteholders;

(g) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting Noteholders, not to be unreasonably withheld), (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing a trustee or examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;

(h) the Bankruptcy Court enters a final order not subject to appeal granting relief that is inconsistent with, or denies relief sought that is contemplated by, this Agreement or the Plan in any materially adverse respect to the Consenting Noteholders;

(i) the Company withdraws the Plan or publicly announces its intention not to support the Restructuring Transactions or the Plan; or

(j) the Bankruptcy Court enters an order terminating the Company’s exclusive right to file and solicit acceptances of a plan (including the Plan)

13.03. Company Party Termination Events. The Company Parties may terminate this Agreement as to any other Party upon prior written notice to all Parties in accordance with Section 15.10 hereof upon the occurrence of any of the following events:

(a) the breach in any material respect by one or more of the Consenting Stakeholders of any provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by the Consenting Stakeholders of notice of such breach;

(b) the board of directors, board of managers, or such similar governing body of any Company Party determines, after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal;

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(c) the disinterested directors of any of the Company Parties conclude following their investigation, and based on the advice of counsel, that granting the releases set forth in the Restructuring Term Sheet on behalf of any of the Company Parties would be inconsistent with the exercise of their fiduciary duties or applicable Law;

(d) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for thirty (30) Business Days after such terminating Company Party transmits a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided that this termination right shall not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement; or

(e) the Bankruptcy Court enters a Final Order denying confirmation of the Plan; provided that the Company may not exercise this Company Termination Event unless the Company has in good faith pursued or supported modification of such Plan (consistent with the terms of this Agreement and subject to the consent rights set forth herein) and sought entry of a Final Order of such modified Plan.

13.04. Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among all of the following: (a) the Required Consenting Stakeholders; and (b) the Company Parties.

13.05. Automatic Termination. This Agreement shall terminate automatically without any further required action or notice immediately after the Plan Effective Date.

13.06. Effect of Termination.

(a) Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as to such Party and each Party subject to such termination shall: (i) be released from its commitments, undertakings, and agreements under or related to this Agreement; (ii) have the rights and remedies that it would have had, had it not entered into this Agreement; and (iii) be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or causes of action. Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy Court, any and all consents or ballots tendered by the Parties subject to such termination before a Termination Date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions and this Agreement or otherwise; provided that any Consenting Stakeholder withdrawing or changing its vote pursuant to this Section 13.06 shall promptly provide written notice of such withdrawal or change to each other Party to this Agreement and, if such withdrawal

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or change occurs on or after the Petition Date, file notice of such withdrawal or change with the Bankruptcy Court. Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Stakeholders from contesting whether any such termination is in accordance with its terms, or seeking enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Company Party or the ability of any Company Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Stakeholder, and (b) any right of any Consenting Stakeholder, or the ability of any Consenting Stakeholder, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Company Party or Consenting Stakeholder. No purported termination of this Agreement shall be effective under this Section 13.06 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement, except a termination pursuant to Section 13.03(b)or Section 13.03(d). Nothing in this Section 13.06 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section 13.03(b).

Section 14. Amendments and Waivers.

(a) This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 14.

(b) This Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing signed by: (a) each Company Party and (b) unless otherwise specified in this Agreement, the Required Consenting Stakeholders; provided, further, that any waiver, modification, amendment or supplement to this Section 14 shall require the written consent of all of the Parties; provided, further that the written consent of the Required Consenting Noteholders for any such modification, amendment, or waiver shall be required only to the extent such modification, amendment, or waiver impacts the treatment of Senior Notes Claims. Contemplated hereunder or any rights and benefits afforded to the Consenting Noteholders hereunder.

(c) Any proposed modification, amendment, waiver or supplement that adversely and disproportionately affects the economic treatment under the Plan of the Claims under the: DIP Term Loan Facility, the DIP Letter of Credit Facility, Superpriority Term Loan Facility, the Superpriority Revolving Facility, Revolving Credit Facility, the Term Loan Facility, the 2021 LC Facility, the 2023 LC Facility, the Cash Secured Letters of Credit or the Lloyds LC Facility shall require the written consent of the respective Required DIP Term Loan Lenders (as defined in the DIP Credit Facility Term Sheet), the Required DIP Letter of Credit Lenders (as defined in the DIP Credit Facility Term Sheet), Required Consenting Superpriority Term Lenders, Required Consenting Superpriority LC Lenders, the Required Consenting Revolving Lenders, the Required Consenting Term Lenders, the Required Consenting 2021 LC Lenders, the Required Consenting 2023 LC Lenders, the Required Consenting Cash Secured LC Issuers or the Required Consenting Lloyds LC Issuers, as applicable.

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(d) Any proposed modification, amendment, or waiver with respect to the commitments set forth in Section 5.03 shall require the consent of each Consenting Lender that has committed to fund the Senior Exit LC Facility thereunder.

(e) In addition to the consents required by Section 14(b) hereof, any proposed modification, amendment, or waiver with respect to the Technology Business Sale Proceeds Waterfall shall require the consent of the Required Consenting Superpriority Term Lenders.

(f) Any proposed modification, amendment, waiver or supplement that does not comply with this Section 14 shall be ineffective and void ab initio.

(g) The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.

Section 15. Miscellaneous.

15.01. Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance with all applicable securities Laws, provisions of the Bankruptcy Code, and other applicable Law.

15.02. Exhibits Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits, annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, this Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern. In the event of any inconsistency between this Agreement and the Restructuring Term Sheet, this Agreement shall govern. In the event of any inconsistency between this Agreement and the DIP Credit Facility Term Sheet, the DIP Credit Facility Term Sheet shall govern. In the event of any inconsistency between this Agreement and the DIP Credit Facility Term Sheet, the DIP Credit Facility Term Sheet shall govern. In the event of any inconsistency between this Agreement, the DIP Credit Facility Term Sheet, and the DIP Credit Agreement, the DIP Credit Agreement shall govern. In the event of any inconsistency between this Agreement and the Exit Facilities Term Sheet, the Exit Facilities Term Sheet shall govern. In the event of any inconsistency between the Confirmation Order, the Plan, this Agreement and the Restructuring Term Sheet, the Confirmation Order shall control. Upon execution of the Definitive Documents, in the event of any conflict among the terms and provisions thereof and of this Agreement or the Restructuring Term Sheet, the applicable Definitive Document shall control.

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15.03. Further Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions, as applicable.

15.04. Entire Agreement. Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto, other than any Confidentiality Agreement heretofore executed between the Company and any Consenting Stakeholder, which shall continue in full force and effect.

15.05. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. By its execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, may be brought in the United States District Court for the Southern District of New York or the courts of the State of New York located in the Borough of Manhattan, and by executing and delivering this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such courts, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally (a) submits to the personal jurisdiction of the Bankruptcy Court solely for purposes of any action, suit, proceeding, or other contested matter arising out of or relating to this Agreement, or for recognition or enforcement of any judgment rendered or order entered in any such action, suit, proceeding, or other contested matter; (b) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any Party hereto.

15.06. TRIAL BY JURY WAIVER. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.07. Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

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15.08. Rules of Construction. This Agreement is the product of negotiations among the Company Parties and the Consenting Stakeholders, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Company Parties and the Consenting Stakeholders were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.

15.09. Successors and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity.

15.10. Notices. All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(a) if to a Company Party, to:

Company

McDermott International, Inc.

Attention: John Freeman, General Counsel

E-mail address: jfreeman@mcdermott.com

with copies to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Joshua A. Sussberg, P.C., Christopher T. Greco, P.C., Anthony R. Grossi, and John Luze

E-mail address: joshua.sussberg@kirkland.com

 christopher.greco@kirkland.com

 anthony.grossi@kirkland.com

 john.luze@kirkland.com

(b) if to a Consenting Term Lender, to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Damian S. Schaible and Natasha Tsiouris

E-mail address: damian.schaible@davispolk.com

  natasha.tsiouris@davispolk.com

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(c) if to a Consenting Superpriority Term Lender, to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Damian S. Schaible and Natasha Tsiouris

E-mail address: damian.schaible@davispolk.com

  natasha.tsiouris@davispolk.com

(d) if to a Consenting 2021 LC Lender, to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Attention: Melissa Alwang

E-mail address: melissa.alwang@lw.com

(e) if to a Consenting 2023 LC Lender, to:

Linklaters LLP

1345 Avenue of the Americas

New York, New York 10105

Attention: Margot Schonholtz and Penelope Jensen

E-mail address: margot.schonholtz@linklaters.com

  penelope.jensen@linklaters.com

(f) if to a Consenting Revolving Lender, to:

Linklaters LLP

1345 Avenue of the Americas

New York, New York 10105

Attention: Margot Schonholtz and Penelope Jensen

E-mail address: margot.schonholtz@linklaters.com

  penelope.jensen@linklaters.com

(g) if to a Consenting Cash Secured LC Issuer, to:

Linklaters LLP

1345 Avenue of the Americas

New York, New York 10105

Attention: Margot Schonholtz and Penelope Jensen

E-mail address: margot.schonholtz@linklaters.com

  penelope.jensen@linklaters.com

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(h) if to a Consenting Superpriority LC Lender, to:

Linklaters LLP

1345 Avenue of the Americas

New York, New York 10105

Attention: Margot Schonholtz and Penelope Jensen

E-mail address: margot.schonholtz@linklaters.com

  penelope.jensen@linklaters.com

(i) if to a Consenting Noteholder, to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Andrew N. Rosenberg and Alice B. Eaton

E-mail address: arosenberg@paulweiss.com

  aeaton@paulweiss.com

-and-

Brown Rudnick LLP

7 Times Square

New York, NY 10036

Attention: Robert J. Stark and Bennett S. Silverberg

E-mail address: rstark@brownrudnick.com

  bsilverberg@brownrudnick.com

Any notice given by delivery, mail, or courier shall be effective when received.

15.11. Independent Due Diligence and Decision Making. Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

15.12. Enforceability of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

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15.13. Waiver. If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

15.14. Specific Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

15.15. Several, Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint. Notwithstanding anything herein to the contrary, (i) the duties and obligations of the Parties under this Agreement shall be several, not joint; (ii) no Party shall have any responsibility by virtue of this Agreement for any trading by any other entity; (iii) no prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement; (iv) the Parties hereto acknowledge that this agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Company, and the Parties do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended; and (v) none of the Consenting Stakeholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities in any kind or form to each other, the Company or any of the Company’s other lenders or stakeholders, including as a result of this Agreement or the transactions contemplated herein.

15.16. Severability and Construction. If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

15.17. Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

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15.18. Capacities of Consenting Stakeholders. Each Consenting Stakeholder has entered into this agreement on account of all Company Claims/Interests that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims/Interests.

15.19. Email Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, pursuant to Section 3.02, Section 14, or otherwise, including a written approval by the Company Parties or the Required Consenting Stakeholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

15.20. Disclosure. The Company shall submit drafts to the Revolving and LC Agent Advisors, the AHG Term Advisors and the AHG Noteholder Advisors of any press releases that constitute disclosures of the existence or terms of this Agreement or any amendment to the terms of this Agreement prior to making any such disclosure. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company and any Consenting Stakeholder, no Party or its advisors shall disclose to any person (including, for the avoidance of doubt, any other Party), other than advisors to the Company, the principal amount or percentage of any Claims against, or Interests in, the Company held by any Consenting Stakeholder, in each case, without such Consenting Stakeholder’s consent; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Stakeholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Company funded debt held by all the Consenting Stakeholders, collectively, on a facility-by-facility basis. Notwithstanding the provisions in this Section 15.20, any Party may disclose, to the extent consented to in writing by a Consenting Stakeholder, such Consenting Stakeholder’s individual holdings.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

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Company Parties’ Signature Page to

the Restructuring Support Agreement

MCDERMOTT INTERNATIONAL, INC.

    AND THE OTHER COMPANY PARTIES

By:	/s/ John Castellano
Name: John Castellano
Authorized Signatory

Consenting Stakeholder Signature Page to

the Restructuring Support Agreement

[Consenting Stakeholders’ Signature Pages are on file with the Company]

EXHIBIT A

Restructuring Term Sheet

Execution Version

THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE PLAN EFFECTIVE DATE OF THE RESTRUCTURING SUPPORT AGREEMENT ON THE TERMS DESCRIBED HEREIN AND IN THE RESTRUCTURING SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

RESTRUCTURING TERM SHEET

INTRODUCTION

This Restructuring Term Sheet¹ describes the principal terms of the Restructuring and the Restructuring Transactions of McDermott International, Inc. and certain of its direct and indirect subsidiaries. This Restructuring Term Sheet does not include a description of all of the terms, conditions, and other provisions that will be contained in the Definitive Documents governing the Restructuring, which remain subject to negotiation and completion in accordance with the RSA (to which this Restructuring Term Sheet is attached as an exhibit) and applicable bankruptcy law. The Restructuring will not contain any material terms or conditions that are inconsistent in any material respect with this Restructuring Term Sheet or the RSA. This Restructuring Term Sheet incorporates the rules of construction as set forth in section 102 of the Bankruptcy Code.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING

Chapter 11 Plan On the Plan Effective Date, or as soon as is reasonably practicable thereafter, each holder of an Allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Restructuring Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors, the Required Consenting Lenders and the holder of such Allowed Claim or Interest, as applicable.   The Plan will constitute a separate chapter 11 plan of reorganization for each Debtor. For the avoidance of doubt, any action required to be taken by the Debtors on the Plan Effective Date pursuant to this Restructuring Term Sheet may be taken on the Plan Effective Date or as soon as is reasonably practicable thereafter.

¹  Capitalized terms used but not defined in this Restructuring Term Sheet have the meanings given to such terms in Exhibit 1 to this Restructuring Term Sheet.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING

DIP Credit Facility

The DIP Credit Facility shall be on the terms set forth in the term sheet attached hereto as Exhibit 2 (the “DIP Credit Facility Term Sheet”). To the extent the Funded DIP Indebtedness is repaid in full prior to the Plan Effective Date, the Debtors shall not make any payments to trade vendors for penalty interest payments (excluding, for the avoidance of doubt, customary liquidated damages to customers) unless such payments had otherwise been specified in the Approved Budget (as defined in the DIP Credit Agreement) or authorized pursuant to the DIP Order.

Sale of Technology Business Pursuant to Section 1123 of the Bankruptcy Code

Following the Petition Date, in consultation with the AHG Term Advisors and the Revolving and LC Agent Advisors, the Debtors shall continue their sale and marketing process and solicit bids for the sale or other disposition of all or substantially all of the Technology Business (the “Technology Business Sale”), in accordance with the terms and conditions of the RSA (including the Milestones) and in a manner acceptable to the Required Consenting Lenders. For the avoidance of doubt, the Debtors may only execute an agreement for the sale or other disposition of any part of the Technology Business with the consent of the Required Consenting Lenders. The AHG Term Advisors and the Revolving and LC Agent Advisors shall have the right to review all information, diligence, documents and other materials provided by the Debtors or their advisors to any bidder or prospective bidder in connection with the Technology Business Sale and to consult with the Debtors and their advisors with respect to the Technology Business Sale. The Debtors shall provide to the AHG Term Advisors and the Revolving and LC Agent Advisors all term sheets, letters, proposals, offers, bids and other materials, whether non-binding or not, that are received by the Debtors or their advisors in connection with the Technology Business Sale within one (1) day of receipt by the Debtors or their advisors, as applicable. The Technology Business Sale Proceeds shall be applied as follows (the “Technology Business Sale Proceeds Waterfall”): •  first, to fund the minimum cash balance of $820 million as required by the Business Plan, •  second, to repay Funded DIP Indebtedness (other than the Make Whole Amount); •  third, payment of the Make Whole Amount; •  fourth, to fund cash to support letters of credit sufficient to meet the $2.44 billion letter of credit capacity contemplated by the Exit Facilities Term Sheet; and •  fifth, to the repayment of Prepetition Funded Secured Claims on a pro rata basis (the “Residual Technology Business Sale Proceeds”).

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GENERAL PROVISIONS REGARDING THE RESTRUCTURING

Prepetition Pay Down

On the Plan Effective Date, the Prepetition Funded Secured Claims will be repaid on a pro rata basis from (i) the Residual Technology Business Sale Proceeds and (ii) any available cash (such available cash shall exclude cash held in variable interest entities associated with joint venture and consortium arrangements, cash trapped in foreign jurisdictions, and insurance captive cash) in excess of $820 million available cash at emergence after payment of all fees and transaction expenses ((i) and (ii) together the “Residual Prepetition Funded Secured Claims Pay Down”). If the Residual Prepetition Funded Secured Claims Pay Down amount is greater than $0, the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims shall be reduced, and the initial allocation of 6% of the New Common Stock to holders of Senior Notes Claim shall be increased, by the percentage calculated by dividing: 1.  the Residual Prepetition Funded Secured Claims Pay Down amount by 2.  an amount equal to: a.    (a) the aggregate amount of Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) minus an amount equal to the sum of (i) the aggregate amount of the loans to be issued under the Term Loan Exit Facility and (ii) any proceeds of the Rights Offering up to $150 million; divided by b.    (b) 94% minus an amount equal to (i) the aggregate proceeds of the Rights Offerings up to $150 million divided by (ii) Plan Equity Value (such adjustment of initial allocations, the “Prepetition Funded Secured Claims Excess Cash Adjustment”). For the avoidance of doubt, if the Technology Business Sale Proceeds paid pursuant to the Technology Business Sale Proceeds Waterfall have not paid the Make Whole Amount in full, all proceeds of the Rights Offering will (a) first go to the pay down of the Make Whole Amount and (b) once the Make Whole Amount is paid in full, the Prepetition Funded Secured Claims will be repaid on a pro rata basis from such remaining proceeds of the Rights Offering.

Prepetition LC Facilities

The DIP Orders will provide that the Prepetition Secured Letters of Credit can be maintained and renewed on an uninterrupted basis in accordance with the practices and procedures as were in effect prior to the Petition Date. Prepetition Secured Letters of Credit that expire during the Chapter 11 Cases and which do not auto-renew or are otherwise terminated without having been drawn will be replaced with letters of credit issued under the DIP Credit Facility. Modifications to Prepetition Secured Letters of Credit such as changes to beneficiaries and administrative changes will be permitted during the Chapter 11 Cases. Cash Secured Letters of Credit shall retain their cash collateral during the Chapter 11 Cases and post-emergence (to the extent not (a) used to reimburse the applicable letter of credit issuer for any draws under such Cash Secured Letters of Credit or (b) rolled into the DIP Credit Facility collateral to secure DIP Letters of Credit). Letters of credit issued under the Lloyds facility shall retain their cash collateral during the Chapter 11 Cases and post-emergence (to the extent not (a) used to reimburse any draws and (b) rolled into the DIP Credit Facility collateral to secure DIP Letters of Credit). If the Reorganized Debtors refinance either (or both) of the above cash collateralized facilities in full, the existing cash collateral securing such refinanced facility shall be released to the Reorganized Debtors.

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GENERAL PROVISIONS REGARDING THE RESTRUCTURING

Exit Facilities	On the Plan Effective Date, the Reorganized Debtors and the Consenting Lenders as applicable shall enter into the following Exit Facilities on the terms set forth in the term sheet attached hereto as Exhibit 3 (the “Exit Facilities Term Sheet”) and otherwise on terms satisfactory to the Required Consenting Lenders, and set forth in Definitive Documents to be included in the Plan Supplement:
	(i) a 4-year, super senior exit facility including a letter of credit facility in an amount $743 million (the “Super Senior Exit Facility”) and the Make Whole Tranche (which Make Whole Tranche will be subordinate in right of payment to the obligations with respect to letters of credit under the Super Senior Exit Facility), if applicable; (ii)  a 4-year, senior letter of credit exit facility in an amount up to $1.326 billion (the “Senior Exit LC Facility”), ranked junior to the Super Senior Exit Facility, provided that the amount of the Senior Exit LC Facility shall be reduced dollar for dollar for each Prepetition Secured Letter of Credit that is funded during the Chapter 11 Cases; (iii)  a senior secured letter of credit exit facility pursuant to which each outstanding Prepetition Secured Letter of Credit will be deemed issued on the Plan Effective Date (the “Roll-Off LC Exit Facility”), ranked junior to the Senior Exit LC Facility; (iv) a 5-year senior secured term loan facility in an amount of $500 million of take-back debt (“Term Loan Exit Facility”), ranked pari passu with the Roll-Off LC Exit Facility; and (v)   a 4-year, cash secured letter of credit exit facility in an amount up to $371 million (the “Cash Secured LC Exit Facility”). In no event shall the sum of (v) the face amount of letters of credit issued and outstanding at any time under the Senior Exit LC Facility, plus (w) the face amount of letters of credit issued and outstanding at any time under the Super Senior Exit Facility, plus (x) the face amount of letters of credit issued or deemed issued and outstanding at any time under the Roll-Off LC Exit Facility, plus (y) the face amount of letters of credit issued and outstanding at any time under the Cash Secured LC Exit Facility, exceed the Secured Letter of Credit Cap plus permitted incremental capacity set forth in the Exit Facilities Term Sheet.
New Common Stock	On the Plan Effective Date, Reorganized McDermott shall issue a single class of common equity interests (the “New Common Stock”). On the Plan Effective Date, New Common Stock will be distributed to holders of Prepetition Funded Secured Claims and holders of Senior Notes Claims in accordance with the Restructuring Term Sheet and the Plan.

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GENERAL PROVISIONS REGARDING THE RESTRUCTURING

Rights Offering	On or about the Plan Effective Date, the Debtors will consummate a non-backstopped common equity rights offering (the “Rights Offering”) allowing for Consenting Noteholders to purchase up to $150 million of New Common Stock otherwise earmarked for holders of Prepetition Funded Secured Claims valued at the Plan Equity Value and otherwise in accordance with the Rights Offering Procedures. The Rights Offering Procedures shall be approved within 5 days of Petition Date and shall provide for a subscription deadline of no later than the Voting Deadline. Subscription rights to participate in the Rights Offering shall be distributed to the Consenting Noteholders in accordance with section 12 of the RSA, this Restructuring Term Sheet, and the Plan and the issuance of such subscription rights will be exempt from SEC registration under applicable law. Proceeds of the Rights Offering to be used (a) first for cash pay down of any portion Make Whole Amount that is not paid in full in cash from Technology Business Sale Proceeds in accordance with the Technology Business Sale Proceeds Waterfall and (b) second for cash pay down of Prepetition Funded Secured Claims.
New Warrants	On the Plan Effective Date, the Debtors will issue two tranches of 7-year warrants (the “New Warrants”) for the purchase of up to 20% of the New Common Stock on a fully diluted basis as follows: I. New Warrants to purchase 10% of the New Common Stock at a strike price equal to (a) the Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) less (i) the proceeds of the Rights Offering, (ii) the aggregate amount of the loans evidenced by the Term Loan Exit Facility, and (iii) the Residual Prepetition Funded Secured Claims Pay Down, divided by (b) the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims minus an amount equal to (x) the aggregate proceeds of the Rights Offerings divided by Plan Equity Value plus (y) the Prepetition Funded Secured Claims Excess Cash Adjustment; and II. New Warrants to purchase 10% of the New Common Stock at a strike price equal to (a) the Prepetition Funded Secured Claims (including, without limitation, principal and any accrued prepetition or postpetition interest at the default rate as applicable) multiplied by 125%, less (i) the proceeds of the Rights Offering, (ii) the aggregate amount of the loans evidenced by the Term Loan Exit Facility, and (iii) the Residual Prepetition Funded Secured Claims Pay Down, divided by (b) the initial allocation of 94% of the New Common Stock to the holders of Prepetition Funded Secured Claims minus an amount equal to (x) the aggregate proceeds of the Rights Offering divided by Plan Equity Value and (y) the Prepetition Funded Secured Claims Excess Cash Adjustment. The New Warrants shall be distributed to holders of Senior Notes Claims in accordance with this Restructuring Term Sheet and the Plan. The New Warrants shall have full anti-dilution and Black-Scholes protection.
Cash on Hand	Cash distributions in accordance with this Restructuring Term Sheet and the Plan shall be made from cash on hand as of the Plan Effective Date.
Definitive Documents	Any documents, including any Definitive Documents, that remain the subject of negotiation as of the Agreement Effective Date shall be subject to the rights and obligations set forth in Section 3.02 of the RSA, including but not limited to the consent rights set forth therein. Failure to reference such rights and obligations as it relates to any document referenced in this Restructuring Term Sheet shall not impair such rights and obligations.
Tax Matters	To the extent practicable, the Restructuring contemplated by this Restructuring Term Sheet will be structured so as to obtain the most beneficial structure for the Reorganized Debtors, which structure shall be acceptable to the Required Consenting Lenders.

5

TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN

Class No.	Type of Claim	Treatment	Impairment / Voting
Unclassified Non-Voting Claims
N/A	DIP Claims	To the extent not paid in full with the Technology Business Sale Proceeds on or prior to the Plan Effective Date in accordance with the Technology Business Sale Proceeds Waterfall, on the Plan Effective Date, each holder of an Allowed DIP Term Loan Facility Claim (other than the Make Whole Amount but including all principal, accrued and unpaid interest, fees and expenses and non-contingent indemnity claims) and a DIP Letter of Credit Claim with respect to drawn DIP Letter of Credit that has not been reimbursed as of the Plan Effective Date shall receive payment in full in cash. To the extent not paid in full in accordance with the Technology Business Sale Proceeds Waterfall, each holder of an Allowed DIP Term Loan Facility Claim constituting the Make Whole Amount shall receive its pro rata share of the term loans arising under the Make Whole Tranche. On the Plan Effective Date, each holder of (a) an Allowed DIP Letter of Credit Facility Claim (other than in respect of DIP Cash Secured Letters of Credit) shall receive participation in the Super Senior Exit Facility in an amount equal to each such holder’s DIP Letter of Credit Facility commitments and (b) a DIP Cash Secured Letter of Credit Claim shall receive participation in the Cash Secured LC Exit Facility in an amount equal to such holder’s DIP Cash Secured Letter of Credit Claim. On the Plan Effective Date, any cash collateral in the DIP Cash Secured LC Account (as defined in the DIP Credit Facility Term Sheet) shall collateralize the Cash Secured LC Exit Facility. On the Plan Effective Date, all Hedging Obligations (as defined in the DIP Credit Facility Term Sheet) under the DIP Credit Facility shall be rolled into and deemed incurred under the Super Senior Exit Facility.	N/A
N/A	Administrative Claims	On the Plan Effective Date, except as otherwise expressly provided elsewhere in this Restructuring Term Sheet, each holder of an Allowed Administrative Claim shall receive payment in full in cash.	N/A
N/A	Priority Tax Claims	On the Plan Effective Date, each holder of an Allowed Priority Tax Claim shall receive treatment in a manner consistent with section 1129(a)(9)(C) of the Bankruptcy Code.	N/A

6

TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN

Class No.	Type of Claim	Treatment	Impairment / Voting
Classified Claims and Interests of the Debtors
Class 1	Other Secured Claims	On the Plan Effective Date, each holder of an Allowed Other Secured Claim shall receive, at the Debtors’ option and in their sole discretion: (a) payment in full in cash; (b) the collateral securing its Allowed Other Secured Claim; (c) Reinstatement of its Allowed Other Secured Claim; or (d) such other treatment rendering its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.	Unimpaired / Deemed to Accept
Class 2	Other Priority Claims	Each holder of an Allowed Other Priority Claim shall receive treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code.	Unimpaired / Deemed to Accept
Class 3	Other Prepetition Financing Claims	On the Plan Effective Date, each holder of an Allowed Other Prepetition Financing Claim shall be Reinstated.	Unimpaired / Deemed to Accept
Class 4	Bilateral Facility Claims	On the Plan Effective Date, each holder of an Allowed Bilateral Facility Claim shall be Reinstated.	Unimpaired / Deemed to Accept
Class 5	2021 Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed 2021 Letter of Credit Claim shall receive: (i) in respect of any 2021 Letter of Credit Claims on account of unfunded 2021 Letters of Credit, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed 2021 Letter of Credit Claim, (ii) in respect of any 2021 Letter of Credit Claims on account of funded 2021 Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (iii) payment in full in cash of any amounts accrued, and unpaid as of the Petition Date due to such holder of an Allowed 2021 Letter of Credit Claim pursuant to Section 2.15 of the 2021 LC Agreement.	Impaired / Entitled to Vote

7

TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN

Class No.	Type of Claim	Treatment	Impairment / Voting
Class 6A	2023 Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed 2023 Letter of Credit Claim shall receive: (i) in respect of any 2023 Letter of Credit Claims on account of unfunded 2023 Letters of Credit, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed 2023 Letter of Credit Claim, (ii) in respect of any 2023 Letter of Credit Claims on account of funded 2023 Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (iii) payment in full in cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed 2023 Letter of Credit Claim pursuant to Section 2.15 of the Credit Agreement.	Impaired / Entitled to Vote
Class 6B	Revolving Credit Claims	As of the Effective Date, the Revolving Credit Claims shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the Revolving Credit Facility, including all principal, accrued and unpaid interest at the applicable default rate, and all accrued and unpaid fees, expenses, and noncontingent indemnity payable under the Revolving Credit Facility and the DIP Order. On the Plan Effective Date, each holder of an Allowed Revolving Credit Claim shall receive: (i) in respect of any Revolving Credit Claims on account of unfunded Revolving LCs, participation in the Roll-Off LC Exit Facility in an amount equal to each such holder’s Allowed Revolving Credit Claim, (ii) in respect of any Revolving Credit Claims on account of (x) Revolving Loans or (y) funded Revolving LCs, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (iii) payment in full in cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed Revolving Credit Claim pursuant to Section 2.15 of the Credit Agreement.	Impaired / Entitled to Vote
Class 6C	Term Loan Facility Claims	As of the Effective Date, the Term Loan Claims shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the Term Loan Facility, including all principal, accrued and unpaid interest at the applicable default rate, and all accrued and unpaid fees, expenses, and noncontingent indemnity payable under the Term Loan Facility and the DIP Order. On the Plan Effective Date, each holder of an Allowed Term Loan Facility Claim shall receive its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution.	Impaired / Entitled to Vote
Class 6D	Credit Agreement Hedging Claims	On the Plan Effective Date, each holder of an Allowed Credit Agreement Hedging Claim that remains unpaid as of the Plan Effective Date shall receive for any Allowed Credit Agreement Hedging Claims such holder’s Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution.	Impaired / Entitled to Vote

8

TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN

Class No.	Type of Claim	Treatment	Impairment / Voting
Class 7	Cash Secured Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed Cash Secured Letter of Credit Claim outstanding as of such date shall (i) be deemed to reissue its Cash Secured Letters of Credit under the Cash Secured LC Exit Facility which shall be secured by the same cash collateral which secured the Cash Secured Letters of Credit prior to the Petition Date, and (ii) payment in full in cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed Cash Secured Letter of Credit Claim pursuant to Section 2.15 of the Credit Agreement.	Impaired / Entitled to Vote
Class 8	Lloyds Letter of Credit Claims	On the Plan Effective Date, each holder of an Allowed Lloyds Letter of Credit Claim shall receive: (i) in respect of any Lloyds Letter of Credit Claims on account of unfunded Lloyds Letters of Credit, participation in the Roll-Off LC Exit Facility in amount equal to such Allowed Lloyds Letter of Credit Claim, (ii) in respect of any Lloyds Letter of Credit Claims on account of funded Lloyds Letters of Credit, its Secured Creditor Pro Rata Share of the Secured Creditor Funded Debt Distribution, and (iii) payment in full in cash of any amounts accrued and unpaid, as of the Petition Date due to such holder of an Allowed Lloyds Letter of Credit Claim pursuant to Section 2(b) of the Lloyds Letter of Credit Agreement.	Impaired / Entitled to Vote
Class 9	Senior Notes Claims	On the Plan Effective Date, each holder of an Allowed Senior Notes Claim shall receive its pro rata share of : (a) 6% of the New Common Stock plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment, subject to dilution on account of the New Warrants and the Management Incentive Plan; and (b) the New Warrants. Pursuant to the Restructuring Support Agreement, each Consenting Noteholder electing to participate in the Rights Offering shall receive incremental New Common Stock equal to (x) its respective share of aggregate participation in the Rights Offering multiplied by (y) the total percentage of New Common Stock received in the Rights Offering.	Impaired / Entitled to Vote
Class 10	General Unsecured Claims	On the Plan Effective Date, each holder of an Allowed General Unsecured Claim shall be, at the option of the applicable Debtor or Reorganized Debtor, (a) Reinstated or (b) paid in full in cash.	Unimpaired / Deemed to Accept
Class 11	Intercompany Claims	On the Plan Effective Date, each holder of an Allowed Intercompany Claim shall have its Claim Reinstated or cancelled, released, and extinguished and without any distribution at the Debtors’ election (with the consent of the Required Consenting Lenders).	Impaired / Deemed to Reject or Unimpaired / Deemed to Accept

9

TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN

Class No.	Type of Claim	Treatment	Impairment / Voting
Class 12	Existing Equity Interests Other Than in McDermott	On the Plan Effective Date, each holder of an Existing Equity Interest other than in McDermott shall have such Interest Reinstated or cancelled, released, and extinguished and without any distribution at the Debtors’ election and in their sole discretion.	Impaired / Deemed to Reject or Unimpaired / Deemed to Accept
Class 13	Existing Preferred Equity Interests in McDermott	On the Plan Effective Date, each Existing Preferred Equity Interests in McDermott shall be cancelled, released, and extinguished without any distribution.	Impaired / Deemed to Reject
Class 14	Existing Common Equity Interests in McDermott	On the Plan Effective Date, each Existing Common Equity Interests in McDermott shall be cancelled, released, and extinguished without any distribution.	Impaired / Deemed to Reject

GENERAL PROVISIONS REGARDING THE PLAN

Subordination	The classification and treatment of Claims under the Plan shall conform to the respective contractual, legal, and equitable subordination rights of such Claims, and any such rights shall be settled, compromised, and released pursuant to the Plan.
Restructuring Transactions	The Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to consummate the Plan and the Restructuring Transactions therein. On the Plan Effective Date, the Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring.
Cancellation of Notes, Instruments, Certificates, and Other Documents	On the Plan Effective Date, except to the extent otherwise provided in this Restructuring Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled, and the Debtors’ obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged.
Executory Contracts and Unexpired Leases	The Plan will provide that the executory contracts and unexpired leases that are not rejected as of the Plan Effective Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to section 365 of the Bankruptcy Code.
Retention of Jurisdiction	The Plan will provide that the Bankruptcy Court shall retain jurisdiction for usual and customary matters.

10

GENERAL PROVISIONS REGARDING THE PLAN

Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise specifically provided in the Definitive Documents, the Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Plan Effective Date, of Claims (including any Intercompany Claims that the Debtors resolve or compromise after the Plan Effective Date), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, liens on, obligations of, rights against, and Interests in the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Plan Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services that employees of the Debtors have performed prior to the Plan Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Plan Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (a) a Proof of Claim based upon such debt or right is filed or deemed filed pursuant to section 501 of the Bankruptcy Code, (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code, or (c) the holder of such a Claim or Interest has accepted the Plan. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Plan Effective Date.

Releases by the Debtors2

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Plan Effective Date, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, the Reorganized Debtors, their Estates, and any person seeking to exercise the rights of the Debtors or the Estates, including any successors to the Debtors or any Estates representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action, including any derivative claims asserted or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort or otherwise, that the Debtors, the Reorganized Debtors, or their Estates, including any successors to the Debtors or any Estates representative appointed or selected pursuant

²  Subject to the pending independent director investigation.

11

GENERAL PROVISIONS REGARDING THE PLAN

to section 1123(b) of the Bankruptcy Code, would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part:

1.  the Debtors (including the capital structure, management, ownership, or operation thereof), the business or contractual arrangement between the Debtors and any Released Party, any Securities issued by the Debtors and the ownership thereof, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions between or among a Company Party and another Company Party, the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement, the Senior Notes Indenture, the Senior Notes, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, or the Plan (including, for the avoidance of doubt, the Plan Supplement);

2.  any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the Rights Offering, the New Warrant Agreement, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases;

3.  the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, the Rights Offering, or the distribution of property under the Plan or any other related agreement; or

4.  any related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date, including all Avoidance Actions or other relief obtained by the Debtors in the Chapter 11 Cases.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) post Plan Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring

12

GENERAL PROVISIONS REGARDING THE PLAN

Transaction, any Definitive Document, or any other document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit Facility Documents, the New Warrant Agreement, or any Claim or obligation arising under the Plan or any Definitive Document or (ii) the rights of any holder of Allowed Claims to receive distributions under the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing Debtor release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the foregoing Debtor release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the foregoing Debtor release; (c) in the best interests of the Debtors and their Estates and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor release.

Releases by Holders of Claims and Interests

Except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Plan Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each Releasing Party, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort, or otherwise, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part: 1.  the Debtors (including the capital structure, management, ownership, or operation thereof), the business or contractual arrangement between the Debtors and any Releasing Party, any Securities issued by the Debtors and the ownership thereof, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions between or among a Company Party and

13

GENERAL PROVISIONS REGARDING THE PLAN

     another Company Party, the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Lloyds Letter of Credit Agreement, the Senior Notes Indenture, the Senior Notes, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the DIP Credit Agreement, the Exit Facility Documents, or the Plan (including, for the avoidance of doubt, the Plan Supplement);

2.  any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the Rights Offering, the Disclosure Statement, the DIP Credit Agreement, the New Warrant Agreement, the Exit Facility Documents, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases;

3.  the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, the Rights Offering, or the distribution of property under the Plan or any other related agreement; or

4.  any related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date, including all Avoidance Actions or other relief obtained by the Debtors in the Chapter 11 Cases.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any party of any obligations related to customary banking products, banking services or other financial accommodations (except as may be expressly amended or modified by the Plan and the Exit Facility Documents, or any other financing document under and as defined therein), (ii) any post-Plan Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, any Definitive Document, or any other document, instrument, or any agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit Facility Documents, the New Warrant Agreement, or any Claim or obligation arising under the Plan or any Definitive Document or (iii) the rights of holders of Allowed Claims to receive distributions under the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing third-party release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the foregoing third-party release is: (a) consensual;

14

GENERAL PROVISIONS REGARDING THE PLAN

(b) essential to the Confirmation of the Plan; (c) given in exchange for a substantial contribution and for the good and valuable consideration provided by the Released Parties that is important to the success of the Plan; (d) a good faith settlement and compromise of the Claims released by the foregoing third-party release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the foregoing third-party release.

Exculpation

Except as otherwise specifically provided in the Plan or the Confirmation Order, no Exculpated Party shall have or incur liability for, and each Exculpated Party shall be released and exculpated from any Claims and Causes of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the RSA and related prepetition transactions (including the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, the Senior Notes Indenture, the Senior Notes, and the Lloyds Letter of Credit Agreement), the Disclosure Statement, the Plan, the DIP Credit Facility, the Exit Facility Documents, the New Warrant Agreement, the Plan Supplement, or any Restructuring Transaction, the Rights Offering, contract, instrument, release or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), including any Definitive Document, created or entered into before or during the Chapter 11 Cases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, except for claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties and other parties set forth above have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

15

GENERAL PROVISIONS REGARDING THE PLAN

Injunction Except as otherwise expressly provided in the Plan or the Confirmation Order or for obligations or distributions issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold Claims or Interests that have been released, discharged, or are subject to exculpation (the “Released Claims”) are permanently enjoined, from and after the Plan Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any Released Claims; (3) creating, perfecting, or enforcing any lien or encumbrance of any kind against such Entities or the property of such Entities on account of or in connection with or with respect to any Released Claims; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any Released Claims unless such holder has filed a motion requesting the right to perform such setoff on or before the Plan Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims released or settled pursuant to the Plan.

16

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING

Management Incentive Plan

Effective on the Plan Effective Date, the Reorganized Debtors will reserve 7.5% of New Common Stock (on a fully diluted and fully distributed basis) which may be granted in the form of options, restricted stock, restricted stock units, warrants, stock appreciations rights or any combination thereof (each an “Award” and such reserve, the “MIP Pool”) for grant to management employees and members of the New Board and enter into severance and change in control arrangements (“Severance Arrangements”) with senior executives of the Debtors that are insiders pursuant to Section 16 of the Securities Exchange Act of 1934 (“Senior Executives”) in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders. The New Board shall grant no less than 53.33% of the MIP Pool to the employees of the Debtors no later than 60 days following the Plan Effective Date (the “Emergence Awards”) with the terms of the Emergence Awards to be determined as set forth below and the remainder of the MIP Pool will be available for future grants to management employees and members of the New Board with allocations, terms and conditions to be determined by the New Board. From the Petition Date through entry of the Confirmation Order, the Debtors, the Required Consenting Lenders and any consultants or advisors engaged by the Required Consenting Lenders will use commercially reasonable efforts to agree on an allocation schedule and the terms, conditions, vesting and composition (including, for the avoidance of doubt, which may be in any form of Award) of the Emergence Awards (together, the “MIP Proposal”), and during this period the Debtors will use commercially reasonable efforts to facilitate meetings between the Required Consenting Lenders and the Debtors’ key management personnel. As soon as reasonably practicable following the Plan Effective Date but no later than 60 days following the Plan Effective Date, the New Board shall consider the MIP Proposal for approval and New Board shall determine the final terms and conditions of the actual grants. A Senior Executive will be permitted to voluntarily terminate for “Good Reason” and receive the severance benefits under the Severance Arrangements if the Senior Executive does not receive an Emergence Award.

Governance

The new board of directors of Reorganized McDermott (the “New Board”) will consist of [●] directors: (i) the Chief Executive Officer of Reorganized McDermott, (ii) [●] directors selected by the Required Consenting Term Lenders and (iii) [●] directors selected by the Required Consenting Revolving Lenders and the Required Consenting LC Lenders. The identities of directors on the New Board shall be set forth in the Plan Supplement to the extent known at the time of filing. Corporate governance for Reorganized McDermott, including charters, bylaws, operating agreements, or other organization documents, as applicable, shall: (a) be consistent with this Restructuring Term Sheet, Section 3 of the RSA, and section 1123(a)(6) of the Bankruptcy Code; and (b) provide for customary minority shareholder protections and information and reporting requirements reasonably acceptable to the Debtors and the Required Consenting Stakeholders.

17

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING

Exemption from SEC Registration; Listing	The issuance of all securities under the Plan will be exempt from SEC registration under applicable law. The Reorganized Debtors shall list the New Common Stock on the New York Stock Exchange within 36 months after the Plan Effective Dates.
Employment Obligations	The Parties shall consent to the continuation of the Debtors’ wages, compensation, and benefits programs according to existing terms and practices (excluding executive compensation programs). On the Plan Effective Date, subject to the consent of the Required Consenting Lenders, the Debtors shall (a) assume all change of control agreements entered into with current employees, provided that the Parties agree that the Restructuring shall not trigger any change of control or similar trigger under such agreements, or (b) enter into new agreements with such employees on terms and conditions acceptable to the Reorganized Debtors and the Required Consenting Lenders.
Indemnification Obligations	Consistent with applicable law, all indemnification provisions in place as of the Plan Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall be reinstated and remain intact, irrevocable, and shall survive the effectiveness of the Restructuring on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Restructuring, provided that the Reorganized Debtors shall not indemnify officers, directors, managers, employees, attorneys, accountants, investment bankers or other professionals of the Debtors for any claims or Causes of Action arising out of or relating to any act or omission that is a criminal act or constitutes intentional fraud, gross negligence, or willful misconduct.
Retained Causes of Action	The Reorganized Debtors, as applicable, shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action that the Debtors have released pursuant to the release and exculpation provisions outlined in this Restructuring Term Sheet and implemented pursuant to the Plan.
Conditions Precedent to Restructuring	The following shall be conditions to the Plan Effective Date (the “Conditions Precedent”): (a)   the Debtors shall achieve (i) final, binding signed documentation reflecting (x) positive value adjustment of $235 million in projected gross profit and (y) $285 million in letter of credit relief and (ii) project cost savings of $560 million through the employment of risk mitigation strategies, in each case subject to the satisfaction of the Required Consenting Term Lenders and the Required Consenting Revolving Lenders in their sole discretion (the concessions in clauses (i) and (ii), the “Achievement Target”);

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(b)   the Bankruptcy Court shall have entered the Confirmation Order, which shall be a Final Order, in form and substance consistent in all respects with the RSA and otherwise in form and substance acceptable to the Debtors and the Required Consenting Stakeholders, which shall:

(i) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan in a manner consistent in all respects with the RSA and subject to the consent rights set forth therein;

(ii)  decree that the provisions in the Confirmation Order and the Plan are nonseverable and mutually dependent;

(iii)  authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) distribute the New Common Stock pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and issuances as required under the Plan, including cash and the New Common Stock; and (d) enter into any agreements, transactions, and sales of property as set forth in the Plan Supplement, including the Management Incentive Plan, in each case, in a manner consistent with the terms of the RSA and subject to the consent rights set forth therein;

(iv) authorize the implementation of the Plan in accordance with its terms; and

(v)   provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; and

(c)   the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan;

(d)   the final version of each of the Plan, the Definitive Documents, and all documents contained in any supplement to the Plan, including the Plan Supplement and any exhibits, schedules, amendments, modifications, or supplements thereto or other documents contained therein shall have been executed or filed, as applicable, in form and substance consistent in all respects with the RSA, this Restructuring Term Sheet, and the Plan, and comply with the applicable consent rights set forth in the RSA and the Plan for such documents and shall not have been modified in a manner inconsistent with the RSA;

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OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING

(e)   the Exit Facility Documents shall have been duly executed and delivered by all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Plan Effective Date) to the effectiveness of the Exit Facilities shall have been satisfied or duly waived in writing in accordance with the terms of each of the Exit Facilities and the closing of each of the Exit Facilities shall have occurred; (f)   the Final Order approving the DIP Credit Facility shall have been entered and shall remain in full force and effect and no event of default shall have occurred and be continuing thereunder; (g)   all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses; (h)   the Technology Business Sale shall have closed; (i) to the extent invoiced, the payment in cash in full of all Restructuring Expenses; (j) the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in this Restructuring Term Sheet in a manner consistent with the RSA (and subject to, and in accordance with, the consent rights set forth therein), this Restructuring Term Sheet, and the Plan; (k)   no more than $50 million principal amount of Prepetition Secured Letters of Credit or DIP Letters of Credit (other than cash collateralized letters of credit) shall have been drawn and unreimbursed in full in cash as of the Plan Effective Date, provided that this condition may be waived solely with the written consent of the Required Consenting LC Lenders; and (l) Reorganized McDermott shall have a minimum of $820 million of cash on its balance sheet (which amount shall not include cash collateral securing the Cash Secured Letters of Credit, the Lloyds Letters of Credit and the DIP Cash Secured Letters of Credit) assuming normal working capital; provided, that this condition may be waived solely with the written consent of the Required Consenting Lenders.

Waiver of Conditions Precedent to the Plan Effective Date

Except as otherwise specified herein or in the Plan, the Debtors, with the prior written consent of the Required Consenting Lenders, may waive any one or more of the Conditions Precedent to the Plan Effective Date without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan.

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Exhibit 1

DEFINITIONS

“2018 Collateral Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as Collateral Agent in respect of the Credit Agreement, the 2021 LC Facility and the Lloyds LC Facility.

“2021 LC Agreement” means that certain letter of credit agreement dated as of October 30, 2018 by and among certain of the Company Parties as applicants and guarantors thereto, and the 2021 LC Administrative Agent, as may be amended, supplemented, or otherwise modified from time to time.

“2021 LC Administrative Agent” means Barclays Bank PLC, as administrative agent for the 2021 LC Agreement.

“2021 LC Facility” means the $230,000,000.00 senior secured letter of credit facility under the 2021 LC Agreement.

“2021 Letters of Credit” means the letters of credit issued under the 2021 LC Facility.

“2023 LC Facility” means the $1,440,000,000.00 senior secured letter of credit facility under the Credit Agreement.

“2023 Letters of Credit” means the letters of credit issued under the 2023 LC Facility.

“Achievement Target” has the meaning specified in this Restructuring Term Sheet.

“Additional Consenting Stakeholder” means any holder of Claims that is not a party to the RSA as of the Agreement Effective Date who, at any time after the Agreement Effective Date, becomes a party to the RSA as an applicable Consenting Stakeholder by executing a signature page to the RSA.

“Additional Obligations” shall have the meaning specified in the DIP Credit Facility Term Sheet.

“Administrative Claim” means a Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Plan Effective Date to preserve the Estates and operate the Debtors’ businesses (which costs and expenses will for the avoidance of doubt include all Treasury Management Obligations (as defined in the Credit Agreement)); (b) Allowed Professional Claims; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United States Code.

“Affiliate” shall have the meaning ascribed to it in section 101(2) of the Bankruptcy Code.

“Agents” means, collectively, the DIP Agents, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the 2018 Collateral Agent, the Superpriority Revolving Agent, the Superpriority Term Loan Agent, the Superpriority Collateral Agent, the North Ocean Agent and each administrative agent, collateral agent, trustee or other similar agent in respect of the Exit Facilities solely in its capacity as such.

“Agreement” shall have the meaning ascribed to it in the RSA.

“Agreement Effective Date” means the date on which the conditions set forth in Section 2 of the RSA have been satisfied or waived by the appropriate Party or Parties in accordance with the RSA.

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“Agreement Effective Period” means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable to that Party.

“AHG Noteholder Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, Brown Rudnick LLP, Houlihan Lokey Capital, Inc., counsel to the Senior Notes Trustee, and any local or foreign advisors.

“AHG Term Advisors” means Davis Polk & Wardwell LLP, Porter Hedges LLP, Centerview Partners, Inc., and Ankura Consulting Group, LLC, and any other local or foreign advisors.

“Allowed” means, as to a Claim or an Interest, a Claim or an Interest allowed under the Plan, under the Bankruptcy Code, or by a final order, as applicable.

“Alternative Restructuring Proposal” means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

“Avoidance Actions” means any and all causes of action to avoid a transfer of property or an obligation incurred by any of the Debtors arising under sections 542, 544, 545, and 547 through and including 553 of the Bankruptcy Code or other similar or related state or federal statutes and common law.

“Award” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

“Bankruptcy Court” means the United States Bankruptcy Court in which the Chapter 11 Cases are commenced or another United States Bankruptcy Court with jurisdiction over the Chapter 11 Cases.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure.

“Bidding Procedures Motion” means the motion seeking approval of the Bidding Procedures.

“Bidding Procedures Order” means the order of the Bankruptcy Court approving the Bidding Procedures and establishing deadlines for the submission of bids and the auction in accordance with such procedures.

“Bidding Procedures” means the procedures governing the sale and marketing process for the Technology Business Sale, attached as Exhibit 1 to the Bidding Procedures Order.

“Bilateral Facilities” means those certain bilateral facilities entered into by various Company Parties and the individual lenders party thereto, including:

• that certain facility agreement (as amended), dated April 13, 2016, between McDermott International, Inc., as borrower, McDermott Middle East, Inc., McDermott Eastern Hemisphere, Ltd., McDermott Arabia Company Limited, as guarantors, and Abu Dhabi Commercial Bank PJSC, as lending bank;

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• that certain amended and restated master agreement for standby-by letters of credit, dated May 10, 2018, between Comet II B.V., CB&I, LLC, Chicago Bridge & Iron Company (Delaware), Chicago Bridge and Iron Company, B.V., CBI Services, LLC, CB&I UK Limited, CBI Constructors PTY LTD, CB&I Group Inc., and Woodlands International Insurance Limited, as applicants, CB&I, LLC, CB&I Company, CB&I Company B.V., CBI Services, LLC, CB&I UK Limited, CBI Constructors PTY LTD, CB&I Group Inc., and Woodlands International Insurance Limited, as guarantors, and Lloyds Bank PLC, as lending bank;

• that certain credit facility agreement (as amended), dated April 30, 2018, between CBI Eastern Anstalt, as borrower, and Mashreqbank PSC, as lending bank;

• that certain credit agreement (as amended) dated as of July 19, 2018 between Arabian CBI Company Limited, as customer, McDermott International Inc., as guarantor, and Samba Financial Group, as lending bank;

• that certain facility letter (as amended), dated as of January 29, 2018 between McDermott Middle East, Inc., and McDermott Eastern Hemisphere, Ltd., as applicants, McDermott International, Inc., as guarantor, and International Bank of Qatar, as lending bank;

• that certain reimbursement agreement for letters of credit or guarantees, dated July 30, 2015 between McDermott International, Inc., as applicant and Riyad Bank, as lending bank;

• that certain facility agreement between McDermott Middle East Inc., as borrower, McDermott International, Inc., as guarantor, and First Gulf Bank, as lending bank;

• that certain letter of credit reimbursement agreement (as novated), dated August 1, 2007 between J. Ray McDermott S.A., as applicant and Standard Chartered Bank, as lending bank;

• that certain master reimbursement agreement between J. Ray McDermott S.A., as applicant, McDermott International, Inc., as guarantor, and ICICI Bank Limited, as lending bank;

• that certain reimbursement agreement between Chicago Bridge and Iron Company, N.V., as customer, and Europe Arab Bank PLC, as lending bank;

• that certain credit facilities agreement, dated April 4, 2019 between McDermott Middle East, Inc. and McDermott Middle East, Inc. Panama, as borrowers, McDermott International, Inc., as guarantor, and Commercial Bank of Dubai PSC, as lending bank; and

• that certain indemnity and undertaking, dated as of June 28, 2019 between Comet II, B.V. as borrower and the Standard Bank of South African Limited as lending bank.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.

“Business Plan” means the business plan for the Reorganized Debtors.

“Cash Management Bank” means any financial institution through which the Debtors have entered into “Cash Management Arrangements” (as defined in the Credit Agreement).

“Cash Secured LC Exit Facility” has the meaning ascribed to such term in the Exit Facilities Term Sheet.

“Cash Secured Letters of Credit” means the “Cash Secured Letters of Credit” issued under and on the terms set forth under the Credit Agreement.

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“Cause of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, controversies, proceedings, agreements, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law or in equity; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any Avoidance Action.

“Chapter 11 Cases” means the Company Parties’ voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

“Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors.

“Class” means a category of holders of Claims or Interests pursuant to section 1122(a) of the Bankruptcy Code.

“Company Advisors” means Kirkland & Ellis LLP, Evercore L.L.C., and AlixPartners, LLP.

“Company Claims/Interests” means any Claim against a Company Party, including the 2021 Letter of Credit Claims, the 2023 Letter of Credit Claims, the Term Loan Facility Claims, the Revolving Credit Claims, the Credit Agreement Hedging Claims, the Senior Notes Claims, the Cash Secured Letter of Credit Claims and the Lloyds Letter of Credit Claims, provided that Company Claims/Interests shall not include (A) any Claim Transferred or to be Transferred by the Consenting Stakeholder as transferor under a trade confirmation or other agreement with a trade date falling on or before the date of the RSA or the date of a Joinder signed by an Additional Consenting Stakeholder pursuant to Section 9 of the RSA; (B) any Claim that is held in a fiduciary, agency, or other representative capacity for third party customers, clients, or accountholders; or (C) any Claims for which the Consenting Stakeholder does not have the right to direct voting or is not permitted by a preexisting contractual obligation or operation of law to vote in favor of the Restructuring.

“Company Parties” or “Company” means McDermott and each of its affiliates listed on Exhibit B to the RSA that have executed and delivered counterpart signature pages to the RSA to the AHG Term Advisors and the Revolving and LC Agent Advisors.

“Company Termination Event” means each of the termination events set forth in Section 13.03 of the RSA.

“Conditions Precedent” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Confidentiality Agreement” means an executed confidentiality agreement, including with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public information agreement, in connection with any proposed Restructuring Transactions.

“Confirmation” means entry of the Confirmation Order on the docket of the Chapter 11 Cases.

“Confirmation Date” means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.

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“Confirmation Hearing” means the hearing(s) before the Bankruptcy Court under section 1128 of the Bankruptcy Code at which the Debtors seek entry of the Confirmation Order.

“Confirmation Order” means the order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code and approving the consummation of the Technology Business Sale.

“Consenting 2021 LC Lenders” means the holders of 2021 Letter of Credit Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting 2023 LC Lenders” means the holders of 2023 Letter of Credit Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting Cash Secured LC Issuers” means the holders of Cash Secured Letter of Credit Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting LC Lenders” means the Consenting Superpriority LC Lenders, the Consenting 2021 LC Lenders, the Consenting 2023 LC Lenders, the Consenting Lloyds LC Issuers and the Consenting Cash Secured LC Issuers.

“Consenting Lenders” means, collectively, the Consenting 2021 LC Lenders, the Consenting 2023 LC Lenders, the Consenting Revolving Lenders, the Consenting Term Lenders, the Consenting Lloyds LC Issuers, the Consenting Cash Secured LC Issuers, the Consenting Superpriority Term Lenders, and the Consenting Superpriority LC Lenders.

“Consenting Lloyds LC Issuers” means the holders of Lloyds Letter of Credit Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting Noteholders” means the holders of Senior Notes Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting Revolving Lenders” means the holders of Revolving Credit Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting Stakeholders” means, collectively, the Consenting 2021 LC Lenders, the Consenting 2023 LC Lenders, the Consenting Revolving Lenders, the Consenting Term Lenders, the Consenting Lloyds LC Issuers, the Consenting Cash Secured LC Issuers, the Consenting Superpriority Term Lenders, the Consenting Superpriority LC Lenders, and the Consenting Noteholders.

“Consenting Superpriority LC Lenders” means the holders of Superpriority Letter of Credit Facility Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consenting Superpriority Term Lenders” means the entity or entities, in their capacities as lenders, or investment advisors or managers of lenders, as applicable, of Superpriority Term Loan Facility Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

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“Consenting Term Lenders” means the entity or entities, in their capacities as lenders, or investment advisors or managers of lenders, as applicable, of Term Loan Facility Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to the Company Parties.

“Consummation” means the occurrence of the Plan Effective Date.

“Credit Agreement” means that certain Credit Agreement dated as of May 10, 2018, by and among certain of the Company Parties as borrowers and guarantors thereto, the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the Issuers (as defined in the Credit Agreement) and the lenders from time to time party thereto, as may be amended, supplemented, or otherwise modified from time to time.

“Credit Agreement Hedging Claims” means Claims in respect of Credit Agreement Hedging Obligations.

“Credit Agreement Hedging Obligations” means mark-to-market obligations arising out of the termination of any secured “Hedging Obligations” (as defined under the Credit Agreement) prior to the Plan Effective Date.

“Debtor” means each Company Party that has commenced a Chapter 11 Case.

“Definitive Documents” means the documents listed in Section 3.01 of the RSA.

“DIP Agents” means Crédit Agricole Corporate and Investment Bank in its capacity as letter of credit administrative agent and collateral agent under the DIP Credit Agreement and Barclays Bank PLC in its capacity as term loan administrative agent under the DIP Credit Agreement.

“DIP Cash Secured Letters of Credit” shall have the meaning specified in the DIP Credit Facility Term Sheet.

“DIP Claims” means all Claims arising under, derived from, based upon, or secured pursuant to the DIP Credit Agreement, including Claims for all Hedging Obligations (as defined in the DIP Credit Facility Term Sheet), principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto, in each case, with respect to the DIP Credit Facility.

“DIP Credit Agreement” means that certain superpriority secured debtor-in-possession credit agreement that governs the DIP Credit Facility (as may be amended, supplemented, or otherwise modified from time to time), among, McDermott International, Inc., certain Debtors, as borrowers, the Debtor guarantors that are party thereto, the lenders party thereto, the DIP Letter of Credit Issuers, the DIP Agents and the DIP Lenders.

“DIP Credit Agreement Documents” means the DIP Credit Agreement and any related documents or agreements.

“DIP Credit Facility” shall have the meaning ascribed to it in the DIP Credit Facility Term Sheet.

“DIP Credit Facility Term Sheet” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“DIP Lenders” means the lenders party to the DIP Credit Agreement with respect to the DIP Credit Facility.

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“DIP Letter of Credit Facility” shall have the meaning ascribed to it in the DIP Credit Facility Term Sheet.

“DIP Letter of Credit Issuers” shall have the meaning specified in the DIP Credit Facility Term Sheet.

“DIP Letter of Credit Lenders” means those DIP Lenders in respect of the DIP Letters of Credit.

“DIP Letters of Credit” means the $543 million new and incremental letters of credit to be provided under the DIP Letter of Credit Facility (including the DIP Cash Secured Letters of Credit) plus the DIP Roll-Up Letters of Credit.

“DIP Orders” means, together, the interim order approving the DIP Credit Facility (the “Interim DIP Order”) and the final order approving the DIP Credit Facility (the “Final DIP Order”), which shall in each case be in form and substance acceptable to the Debtors and the Required Consenting Lenders.

“DIP Roll-Up Letters of Credit” means the letters of credit to be provided under the DIP Letter of Credit Facility to convert (or “roll-up”) all of the Claims, obligations, or commitments arising under, derived from, based upon, or secured pursuant to the Superpriority Letters of Credit.

“DIP Roll-Up Term Loans” means the term loans to be provided under the DIP Term Loan Facility to convert (or “roll-up”) all of the Claims arising under, derived from, based upon, or secured pursuant to the Superpriority Credit Agreement, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, the Make Whole Amount, and other charges arising thereunder or related thereto, in each case, with respect to the Superpriority Term Loan Facility.

“DIP Term Loan Facility” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“DIP Term Loan Lenders” means those DIP Lenders in respect of the DIP Term Loans.

“DIP Term Loans” means the New DIP Term Loans and the DIP Roll-Up Term Loans.

“Disclosure Statement” means the related disclosure statement with respect to the Plan.

“Disclosure Statement Motion” means the motion seeking approval of the Disclosure Statement.

“Disclosure Statement Order” means an order of the Bankruptcy Court approving the Disclosure Statement, the Solicitation Materials, and the solicitation of the Plan.

“Emergence Awards” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Entity” shall have the meaning ascribed to it in section 101(15) of the Bankruptcy Code.

“Estate” means the estate of any Debtor created under sections 301 and 541 of the Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

“Exculpated Parties” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) any official committees appointed in the Chapter 11 Cases and each of their respective members; (c) the Consenting Stakeholders and any affiliated Hedge Banks; (d) each Agent and the Senior Notes Trustee; and (e) with respect to each of the foregoing, such Entity and its current and former Affiliates, and such Entity’s and its current and former Affiliates’ current and former equity holders, subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

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“Execution Date” means 11:59 p.m., prevailing Eastern Standard Time, on January 21, 2020.

“Existing Common Equity Interests” means the common stock of McDermott International, Inc., which is traded and quoted on the New York Stock Exchange under the symbol “MDR,” and any warrants to acquire such common stock existing prior to the Petition Date.

“Existing Equity Interest” means an Interest in a Company Party existing as of the Agreement Effective Date.

“Existing Preferred Equity Interests” means the 12% Redeemable Preferred Stock in McDermott International, Inc., issued on November 29, 2018, and the Series A Preferred Stock of McDermott International, Inc., issued on December 2, 2019.

“Exit Facilities” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Exit Facilities Term Sheet” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Exit Facility Agents” means each administrative agents, trustees, or other similar agents under the Exit Facility Agreement, solely in its capacity as such.

“Exit Facility Agreement” means that certain agreement to provide the Exit Facilities, if any, dated as of the Plan Effective Date, by and among the reorganized Debtors party thereto as borrowers, Reorganized McDermott, the Exit Facility Agents, the issuing banks party thereto, and the lender parties thereto, which shall be included in the Plan Supplement.

“Exit Facility Documents” means, collectively, the Exit Facility Agreement, if any, and any and all other agreements, documents, and instruments delivered or to be entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents, in each case if any, the terms of which documents shall be acceptable to the Debtors and the Required Consenting Lenders.

“Exit LC Facilities” means the Super Senior Exit Facility, the Senior Exit LC Facility, and the Roll-Off LC Exit Facility.

“Final Order” means an order or judgment of the Bankruptcy Court, or court of competent jurisdiction with respect to the subject matter, as entered on the docket in any Chapter 11 Case or the docket of any court of competent jurisdiction, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing will have been denied, resulted in no stay pending appeal of such order, or has otherwise been dismissed with prejudice; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not preclude such order from being a Final Order.

“First Day Pleadings” means the pleadings and related documentation requesting certain emergency relief, or supporting the request for such relief, to be filed on or around the Petition Date and to be heard at the “first day” hearing.

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“Funded DIP Indebtedness” means indebtedness under the DIP Credit Facility in respect of the DIP Term Loans (which for the avoidance of doubt includes the Superpriority Term Loans rolled up into the DIP Credit Facility) and the Additional Obligations.

“General Unsecured Claims” means any Unsecured Claim against a Debtor other than the Bilateral Facility Claims and the Senior Notes Claims.

“Governing Body” means the board of directors, board of managers, or similar governing body of a Company Party.

“Governmental Unit” shall have the meaning ascribed to it in section 101(27) of the Bankruptcy Code.

“Hedge Bank” means, with respect to any Consenting Lender, the affiliate financial institution through which it has entered into “Hedging Obligations” (as defined in the Credit Agreement) with the Debtors.

“Impaired” means, with respect to any Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

“Intercompany Claim” means a Claim held by a Debtor against a Debtor or an Affiliate of a Debtor.

“Intercompany Interest” means an Interest in a Debtor held by a Debtor or an Affiliate or a Debtor.

“Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Debtor.

“Joinder” means a joinder agreement, substantially in the form attached to the RSA as Exhibit C, whereby a holder of Claims that is not a Party to the RSA as of the Agreement Effective Date may become an Additional Consenting Stakeholder by executing such joinder agreement.

“Law” means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction (including the Bankruptcy Court).

“Lloyds Letter of Credit Agreement” means that certain master agreement for stand-by letters of credit originally dated as of June 10, 2013 by and among Lloyds Bank plc (formerly known as Lloyds TSB Bank plc) and Comet II B.V., CB&I, LLC, Chicago Bridge and Iron Company B.V., CBI Serviceds, LLC, CB&I UK Limited, CBI Constructors PTY LTD, CB&I Group Inc., and Woodlands International Insurance Ltd, as amended and restated May 10, 2018 in connection with the Business Combination (as defined therein) with McDermott and certain of its subsidiaries, as may be amended, supplemented, or otherwise modified from time to time.

“Lloyds LC Bank” means Lloyds Bank PLC, as the Bank under the Lloyds Letter of Credit Agreement.

“Lloyds LC Facility” means the senior secured letter of credit facility under the Lloyds Letter of Credit Agreement.

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“Lloyds Letters of Credit” means the letters of credit issued under the Lloyds LC Facility.

“Liquidity Lender Steering Committee” means those certain institutions comprising the steering committee of lenders under the Superpriority Revolving Facility, the Revolving Credit Facility and the 2023 LC Facility.

“Make Whole Amount” means the make whole amount payable under Section 2.11(b) of the Superpriority Credit Agreement solely with respect to the tranches of the Superpriority Term Loan Facility that were funded prior to the Petition Date.

“Make Whole Tranche” means that certain tranche under the Super Senior Exit Facility in an amount equal to the portion of the Make Whole Amount remaining (if any) after applying the Technology Business Sale Proceeds and proceeds from the Rights Offering, subject to the terms of the Exit Facilities Term Sheet.

“Management Incentive Plan” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“McDermott” means McDermott International, Inc. or any successor or assign, by merger, consolidation, or otherwise, prior to the Plan Effective Date.

“Milestones” means the milestones set forth in Section 4 of the RSA.

“MIP Pool” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“MIP Proposal” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Net Prepetition Funded Secured Claims” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“New Board” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“New Common Stock” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“New DIP Letters of Credit” means the new money letters of credit to be issued under the DIP Letter of Credit Facility.

“New DIP Term Loans” means the new money term loans to be provided under the DIP Term Loan Facility.

“New Warrants” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Noteholder Consent Fee” means cash in an amount equal to 1.0% of par value of the applicable Consenting Noteholder’s Senior Notes.

“Other Prepetition Financing Claim” means any Secured Claim arising under:

• that certain facility agreement dated September 30, 2010 among McDermott, as guarantor, and its subsidiary NO 105 AS, as borrower, the BNP Paribas, in its capacity as facility agent and security agent, and the lenders party thereto, as may be amended, supplemented, or otherwise modified from time to time, to pay a portion of the construction costs of the NO 105;

• that certain receivables factoring agreement dated November 25, 2016 among J. Ray McDermott de Mexico S.A. de C.V. and the financing intermediaries thereto, as may be amended, supplemented, or otherwise modified from time to time; or

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• that certain re-invoicing service agreement dated May 2019 among Bramid Outsource Limited, as service provider, McDermott, as parent, and CB&I LLC, as customer.

“Other Priority Claim” means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

“Other Secured Claim” means any Secured Claim other than a Revolving Credit Claim, a Term Loan Facility Claim, a 2021 Letter of Credit Claim, a 2023 Letter of Credit Claim, a Lloyds Letter of Credit Claim, a Cash Secured Letter of Credit Claim, a Credit Agreement Hedging Claim, a Superpriority Term Loan Facility Claim, a Superpriority Revolving Facility Claim, an Other Prepetition Financing Claim, a Bilateral Facility Claim, or a DIP Claim.

“Outside Petition Date” means January 22, 2020.

“Parties” means the Company Parties and the Consenting Stakeholders.

“Person” shall have the meaning ascribed to it in section 101(41) of the Bankruptcy Code.

“Petition Date” means the date on which the Chapter 11 Cases are commenced.

“Plan” means the joint plan of reorganization filed by the Debtors under chapter 11 of the Bankruptcy Code that implements the Restructuring Transactions.

“Plan Effective Date” means the date that is the first Business Day after the Confirmation Date on which all Conditions Precedent have been satisfied or waived in accordance with the Plan.

“Plan Equity Value” means $2,352 million.

“Plan Supplement” means any compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan, which shall be filed by the Debtors prior to the Confirmation Hearing, and additional documents filed with the Bankruptcy Court prior to the Plan Effective Date as amendments to the Plan Supplement, each of which shall be consistent in all respects with, and shall otherwise contain, the terms and conditions set forth in the RSA and this Restructuring Term Sheet, where applicable.

“Prepetition Funded Secured Claims” means Claims in respect of (i) the Term Loans and the Revolving Loans, (ii) any funded Prepetition Secured Letters of Credit and (iii) the Credit Agreement Hedging Claims, but excluding amounts being rolled into the DIP Facility.

“Prepetition Funded Secured Claims Excess Cash Adjustment” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Prepetition Secured Facilities” means the Superpriority Credit Agreement, the Credit Agreement, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement.

“Prepetition Secured Letters of Credit” means the 2021 Letters of Credit, the 2023 Letters of Credit, the Revolving LCs, the Lloyds Letters of Credit, and the Cash Secured Letters of Credit.

“Priority Tax Claims” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

“Professional Claim” means a Claim by a professional seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code.

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“Proof of Claim” means a proof of claim filed against any of the Debtors in the Chapter 11 Cases by the applicable bar date as established by the Court.

“Purchase Agreement” means the purchase agreement pursuant to which the Debtors will effectuate the Technology Business Sale.

“Qualified Marketmaker” means an Entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims/Interests (or enter with customers into long and short positions in Company Claims/Interests), in its capacity as a dealer or market maker in Company Claims/Interests and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

“Reinstatement or Reinstated” means, with respect to Claims and Interests, that the Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy Code.

“Related Party” means, collectively, current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, predecessors, participants, successors, assigns, subsidiaries, affiliates, managed accounts or funds, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, heirs, executors, and assigns, and other professionals, in each case solely in their capacities as such, together with their respective past and present directors, officers, shareholders, partners, members, employees, agents, attorneys, representatives, heirs, executors and assigns, in each case solely in their capacities as such.

“Released Claims” has the meaning specified in the Restructuring Term Sheet.

“Released Parties” means, collectively, and in each case in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Company Party; (d) each DIP Lender and each DIP Letter of Credit Issuer; (e) each Agent and the Senior Notes Trustee; (f) each Consenting Stakeholder; (g) each Hedge Bank; (h) each Cash Management Bank; (i) each lender under the Superpriority Credit Agreement, Credit Agreement, the 2021 LC Agreement, and the Lloyds Letter of Credit Agreement; (j) each holder of an Obligation (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (k) each holder of an Obligation (as defined in the Credit Agreement) under the Credit Agreement; (l) each Issuer (as defined in the Superpriority Credit Agreement) under the Superpriority Credit Agreement; (m) each Issuer (as defined in the Credit Agreement) under the Credit Agreement; (n) the Term Loan Ad Hoc Group and the Liquidity Lender Steering Committee; (o) each current and former Affiliate of each Entity in clause (a) through (n); and (p) each Related Party of each Entity in clause (a) through (n); provided that any holder of a Claim or Interest that opts out of the releases shall not be a “Released Party.”

“Releasing Parties” means, collectively, and in each case in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Company Party; (d) each DIP Lender and each DIP Letter of Credit Issuer; (e) each Agent and the Senior Notes Trustee; (f) each Consenting Stakeholder; (g) each Hedge Bank; (h) each Cash Management Bank; (i) each lender under the Superpriority Credit Agreement, Credit Agreement, the 2021 LC Agreement and the Lloyds Letter of Credit Agreement; (j) each holder of an Obligation (as defined in the Super Priority Credit Agreement Credit Agreement) under the Superpriority Credit Agreement (k) each holder of an Obligation (as defined in the Credit Agreement) under the Credit Agreement; (l) each Issuer (as defined in the Superpriority Credit Agreement) under the Superpriority

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Credit Agreement (m) each Issuer (as defined in the Credit Agreement) under the Credit Agreement; (n) the Term Loan Ad Hoc Group and the Liquidity Lender Steering Committee; (o) all holders of Claims or Interests that vote to accept or are deemed to accept the Plan; (p) all holders of Claims or Interests that abstain from voting on the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases provided in the Plan; (q) all holders of Claims or Interests that vote to reject the Plan or are deemed to reject the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases provided in the Plan; (r) each current and former Affiliate of each Entity in clause (a) through (q), and (s) each Related Party of each Entity in clause (a) through (o).

“Reorganized Debtors” means a Debtor, or any successor or assign thereto, by merger, consolidation, or otherwise, on and after the Plan Effective Date.

“Reorganized McDermott” means McDermott, or any successor or assign, by merger, consolidation, or otherwise, on or after the Plan Effective Date.

“Required Consenting 2021 LC Lenders” means, as of the relevant date, the Consenting 2021 LC Lenders holding at least 50.01% of the aggregate outstanding principal amount of the 2021 Letters of Credit Claims that are held by Consenting 2021 LC Lenders.

“Required Consenting 2023 LC Lenders” means, as of the relevant date, the Consenting 2023 LC Lenders holding at least 50.01% of the aggregate outstanding principal amount of the 2023 Letters of Credit Claims that are held by Consenting 2023 LC Lenders.

“Required Consenting Cash Secured LC Issuers” means, as of the relevant date, the Consenting Cash Secured LC Issuers holding at least 50.01% of the aggregate outstanding principal amount of the Cash Secured Letters of Credit that are held by Consenting Cash Secured LC Issuers.

“Required Consenting LC Lenders” means, as of the relevant date, the Consenting 2021 LC Lenders, the Consenting Superpriority LC Lenders, Consenting 2023 LC Lenders, the Consenting Cash Secured LC Issuers, and the Consenting Lloyds LC Issuers holding at least 50.01% of the aggregate outstanding principal amount of Claims in respect of the 2021 Letters of Credit, 2023 Letters of Credit, Cash Secured Letters of Credit and the Lloyds Letters of Credit that are subject to the RSA.

“Required Consenting Lenders” means the Required Consenting LC Lenders, the Required Consenting Revolving Lenders and the Required Consenting Term Lenders.

“Required Consenting Lloyds LC Issuers” means, as of the relevant date, the Consenting Lloyds LC Issuers holding at least 50.01% of the aggregate outstanding principal amount of the Lloyds Letters of Credit that are held by Consenting Lloyds LC Issuers.

“Required Consenting Noteholders” means, as of the relevant date, the Consenting Noteholders holding at least 50.01% of the aggregate outstanding principal amount of the Senior Notes Claims that are held by Consenting Noteholders.

“Required Consenting Revolving Lenders” means, as of the relevant date, the Consenting Revolving Lenders holding at least 50.01% of the aggregate outstanding principal amount of the Revolving Credit Claims that are held by Consenting Revolving Lenders.

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“Required Consenting Stakeholders” means the Required Consenting LC Lenders, the Required Consenting Revolving Lenders, the Required Consenting Term Lenders and Required Consenting Noteholders.

“Required Consenting Superpriority Term Lenders” means, as of the relevant date, the Consenting Superpriority Term Lenders holding at least 50.01% of the aggregate outstanding principal amount of the Superpriority Term Loans that are held by Consenting Superpriority Term Lenders; provided that, following the entry of the Final DIP Order, means such lenders holding at least 50.01% of the DIP Roll-Up Term Loans under the DIP Credit Facility.

“Required Consenting Superpriority LC Lenders” means, as of the relevant date, the Consenting Superpriority LC Lenders holding at least 50.01% of the aggregate outstanding principal amount of the Superpriority Letters of Credit that are held by Consenting Superpriority LC Lenders; provided that, following the entry of the Final DIP Order, means such lenders holding at least 50.01% of the DIP Roll-Up Letters of Credit under the DIP Credit Facility.

“Required Consenting Term Lenders” means, as of the relevant date, the Consenting Term Lenders and Consenting Superpriority Term Lenders holding at least 50.01% of the aggregate outstanding principal amount of the Term Loans and the Superpriority Term Loans that are held by Consenting Term Lenders and Consenting Superpriority Term Lenders.

“Residual Prepetition Funded Secured Claims Pay Down” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Residual Technology Business Sale Proceeds” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Restructuring” means the restructuring of McDermott and its direct and indirect subsidiaries, as described in the RSA and this Restructuring Term Sheet.

“Restructuring Expenses” means the prepetition and postpetition reasonable and documented fees and expenses of the Revolving and LC Agent Advisors, the AHG Term Advisors, and the AHG Noteholder Advisors (in each case, in accordance with the terms of their respective engagement letters with their respective clients, if any).

“Restructuring Term Sheet” shall have the meaning ascribed to it in the RSA.

“Restructuring Transactions” means those certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms and conditions set forth in the RSA.

“Revolving and LC Administrative Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Revolving Credit Facility and the 2023 LC Facility.

“Revolving and LC Agent Advisors” means Linklaters LLP, Bracewell LLP and FTI Consulting, Inc. as advisors to the Revolving and LC Administrative Agent, 2018 Collateral Agent, the Superpriority Revolving Administrative Agent and the Superpriority Collateral Agent, and any other local or foreign advisors.

“Revolving Credit” means the Revolving LCs and the Revolving Loans.

“Revolving Credit Facility” means the senior secured revolving credit facility under the Credit Agreement.

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“Revolving LCs” means the letters of credit issued under and on the terms set forth under the Revolving Credit Facility.

“Revolving Loans” means the revolving loans issued under and on the terms set forth under the Revolving Credit Facility.

“Rights Offering” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Rights Offering Procedures” means the procedures governing the Rights Offering.

“Roll-Off LC Exit Facility” has the meaning specified in the Restructuring Term Sheet.

“RSA” shall have the meaning ascribed to it in the introduction to this Restructuring Term Sheet.

“Sale Order” means the order of the Bankruptcy Court authorizing certain of the Debtors to enter into the Purchase Agreement subject to entry of the Confirmation Order.

“SEC” means the Securities and Exchange Commission.

“Second Day Pleadings” means the pleadings and related documentation requesting certain relief, or supporting the request for such relief, to be heard at the “second day” hearing.

“Secured” means when referring to a Claim: (a) secured by a lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

“Secured Creditor Equity Distribution” means 94% of the New Common Stock less the percentage of New Common Stock to be turned over on account of (i) the Prepetition Funded Secured Claims Excess Cash Adjustment and (ii) the Rights Offering, and subject to dilution on account of the Management Incentive Plan and, the New Warrants.

“Secured Creditor Funded Debt Distribution” means (a) cash in an amount equal to the Residual Technology Business Sale Proceeds; (b) cash in an amount equal to any proceeds of the Rights Offering; (c) the Secured Creditor Equity Distribution; and (d) the new term loans evidenced by the Term Loan Exit Facility.

“Secured Creditor Pro Rata Share” means with respect to any recipient of any distribution from the Secured Creditor Funded Debt Distribution under the Plan, such recipient’s pro rata share thereof measured by reference to the aggregate amount of: (a) all Allowed Term Loan Facility Claims, (b) all Allowed Revolving Credit Claims consisting of (x) all Revolving Loans and (y) funded Revolving LCs, (c) all Allowed 2021 Letter of Credit Claims consisting of funded 2021 Letters of Credit, (d) all Allowed 2023 Letter of Credit Claims consisting of funded 2023 Letters of Credit, (e) all Allowed Lloyds Letter of Credit Claims consisting of funded Lloyds Letters of Credit, and (f) all Credit Agreement Hedging Claims consisting of Hedging Obligations (as defined in the Credit Agreement), in each case as of the date of such distribution.

“Secured Letter of Credit Cap” has the meaning ascribed to it in the Exit Facilities Term Sheet.

“Secured Tax Claim” means any Secured Claim that, absent its Secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

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“Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a–77aa, or any similar federal, state, or local law.

“Security” means a security as defined in section 2(a)(1) of the Securities Act.

“Senior Executives” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Senior Exit LC Facility” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Senior Notes” means the 10.625% senior notes due 2024 issued by certain of the Company Parties pursuant to the Senior Notes Indenture.

“Senior Notes Claims” means all principal and interest outstanding under the Senior Notes.

“Senior Notes Indenture” means that certain indenture dated as of April 18, 2018 by and among certain of the Company Parties and the Senior Notes Trustee, as may be amended, supplemented, or otherwise modified from time to time.

“Senior Notes Trustee” means UMB Bank, N.A., in its capacity as trustee for the Senior Notes Indenture.

“Severance Arrangements” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Solicitation Materials” means the court-approved Plan and Disclosure Statement and related documentation to be distributed to holders of Claims entitled to vote on the Plan.

“Stakeholder Termination Event” means each of the applicable termination events set forth in Section 13.01 and 13.02 of the RSA.

“Super Senior Exit Facility” has the meaning specified in the Restructuring Term Sheet.

“Superpriority Agreement Agents” means the Superpriority Revolving Administrative Agent, the Superpriority Collateral Agent and the Superpriority Term Loan Agent.

“Superpriority Collateral Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as Collateral Agent under the Superpriority Credit Agreement.

“Superpriority Credit Agreement” means that certain superpriority senior secured credit agreement, dated October 21, 2019, between certain of the Debtors as borrowers and guarantors, a syndicate of lenders and letter of credit issuers, the Superpriority Term Loan Agent, and the Superpriority Revolving Agent as amended from time to time.

“Superpriority Facility” means the Superpriority Term Loan Facility and the Superpriority Revolving Facility.

“Superpriority Letters of Credit” means the superpriority letters of credit issued under the Superpriority Revolving Facility.

“Superpriority Revolving Administrative Agent” means Crédit Agricole Corporate and Investment Bank, in its capacity as revolving administrative agent for the Superpriority Revolving Facility.

“Superpriority Revolving Facility” means the superpriority secured letter of credit facility under the Superpriority Credit Agreement.

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“Superpriority Term Loan Agent” means Barclays Bank PLC in its capacity as administrative agent for the Superpriority Term Loan Facility.

“Superpriority Term Loan Facility” means the superpriority secured term loan credit facility under the Superpriority Credit Agreement.

“Superpriority Term Loans” means the superpriority term loans issued and on the terms set forth under the Superpriority Term Loan Facility.

“Technology Business” shall have the meaning ascribed to it in the Superpriority Credit Agreement.

“Technology Business Sale” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Technology Business Sale Proceeds” means cash proceeds received from the Technology Business Sale, net of (a) the reasonable transaction costs in connection with the Technology Business Sale, (b) taxes paid or reasonably estimated to be payable by the Debtors or Reorganized Debtors as a result of the Technology Business Sale, (c) any debt service payments due under the DIP Credit Agreement which are required to be repaid or otherwise becomes due in connection with the Technology Business Sale, and (d) payment of $210 million of prepetition accounts payable.

“Technology Business Sale Proceeds Waterfall” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Termination Date” means the date on which termination of the RSA as to a Party is effective in accordance with Sections 13.01, 13.02, 13.03, 13.04, or 13.05 of the RSA.

“Term Loan Ad Hoc Group” means those certain institutions comprising the ad hoc group of lenders in respect of the Superpriority Term Loans and the lenders in respect of the Term Loan Facility.

“Term Loan Administrative Agent” means Barclays Bank PLC, in its capacity as administrative agent for the Term Loan Facility.

“Term Loan Exit Facility” shall have the meaning ascribed to it in this Restructuring Term Sheet.

“Term Loan Facility” means the senior secured term loan facility under the Credit Agreement.

“Term Loans” means the term loans issued and on the terms set forth under the Term Loan Facility.

“Term Sheets” means, collectively, this Restructuring Term Sheet, the DIP Credit Facility Term Sheet and the Exit Facilities Term Sheet.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of the RSA and substantially in the form attached to the RSA as Exhibit C.

“Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is not Impaired.

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“United States Trustee” means the United States Trustee for the jurisdiction in which the Chapter 11 Cases are commenced.

“Unsecured Claim” means any Claim that is not a Secured Claim.

“Voting Deadline” means, subject to the approval of the Bankruptcy Court, February 18, 2020.

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Exhibit 2

DIP Credit Facility Term Sheet

THIS DIP TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER OR COMMITMENT WITH RESPECT TO ANY CREDIT FACILITY. THE TRANSACTION DESCRIBED HEREIN WILL BE SUBJECT TO CREDIT APPROVAL BY THE DIP LENDERS AND THE DIP AGENTS, BOARD APPROVAL BY THE COMPANY PARTIES, AND THE NEGOTIATION AND COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN. THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH AGREED DEFINITIVE DOCUMENTS AND THE APPLICABLE DIP ORDERS.

DIP FACILITY TERM SHEET

INTRODUCTION

This non-binding indicative DIP facility term sheet (this “DIP Term Sheet”) sets forth the principal terms of a superpriority, priming secured debtor-in-possession credit facility (the “DIP Credit Facility”; the credit agreement evidencing the DIP Credit Facility, the “DIP Credit Agreement” and, together with the other definitive documents governing the DIP Credit Facility and the DIP Orders, the “DIP Documents,” each of which shall be in form and substance acceptable to the DIP Lenders, the DIP Agents and the Company Parties (as defined below) and substantially consistent with this DIP Term Sheet to be entered into with the Company Parties); provided that, for the avoidance of doubt, nothing herein shall impair or modify any consent rights with respect to any DIP Documents provided under Section 3 of the RSA (as defined below). The DIP Credit Facility will be subject to the approval of the Bankruptcy Court and consummated in the Chapter 11 Cases in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) commenced by McDermott International Inc. (“McDermott” or the “Company”) and the other Company Parties (collectively, the “Debtors”) in accordance with (i) interim (the “Interim DIP Order”) and final orders (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”) of the Bankruptcy Court authorizing the Debtors to enter into the DIP Credit Facility, each of which shall be in form and substance acceptable to McDermott, the DIP Lenders and the DIP Agents, and (ii) the DIP Documents to be executed by the Company Parties.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the accompanying Restructuring Term Sheet (as defined in the Restructuring Support Agreement dated of even date herewith (the “RSA”).

Borrowers

McDermott Technology, B.V., a wholly owned subsidiary of the Company organized in the Netherlands, McDermott Technology (Americas), Inc., a Delaware corporation, and McDermott Technology (US), Inc., a Delaware corporation, each as a debtor in possession in the Chapter 11 Cases.

Guarantors

The DIP Obligations (as defined below) will be guaranteed by the Company and each Debtor that is a direct or indirect subsidiary of the Company (other than any Excluded Subsidiary referred to below) (all companies which provide guarantees, collectively, the “Guarantors” and, together with the Borrowers, the “Company Parties”). For purposes hereof, “Excluded Subsidiaries” shall mean, at any time, (a) any non-U.S. subsidiary if at such time such subsidiary’s guarantee is prohibited by (x) any governmental authority with authority over such non-U.S. subsidiary or (y) applicable law or regulation or analogous restriction, or such subsidiary’s guarantee would result in a substantial risk to the officers or directors of such subsidiary of civil or criminal liability and (b) any non-U.S. subsidiary under circumstances where each of the DIP Agents determine in their sole discretion (in consultation with the Company and the Required DIP Lenders) that the cost,

	burden, difficulty or consequence of providing such guarantee at such time is excessive in relation to the value afforded thereby. If any subsidiary of the Company is an Excluded Subsidiary solely as a result of clause (a) of the preceding sentence, the Company shall use commercially reasonable efforts (as determined by the DIP Agents) to obtain the relevant governmental or third party consent or other authority to permit such subsidiary to become a Guarantor or to mitigate such risk of liability.
Agents	Credit Agricole Corporate and Investment Bank, as DIP LC Agent Barclays Bank PLC, as DIP Term Agent Credit Agricole Corporate and Investment Bank, as DIP Collateral Agent The DIP LC Agent, the DIP Term Agent and the DIP Collateral Agent are collectively referred to herein as the “DIP Agents”.
DIP Letter of Credit Issuers	The entities specified as DIP Letter of Credit Issuers in the DIP Credit Agreement
DIP Lenders	Lenders under the Superpriority Senior Secured Credit Agreement dated as of October 21, 2019 (the “Superpriority Credit Agreement”), the Credit Agreement, dated as of May 10, 2018 (the “Credit Agreement”), the Letter of Credit Agreement, dated as of October 30, 2018 (the “Barclays Sidecar”), and the Lloyds Letter of Credit Agreement (collectively, the “Prepetition Secured Facilities”) that are party to the RSA and agree to provide DIP financing (collectively, the “DIP Lenders”) in the form of DIP Term Loans (the “DIP Term Loan Lenders”) and participations in DIP Letters of Credit (the “DIP Letter of Credit Lenders”). For the avoidance of doubt, DIP Letter of Credit Lenders shall not risk participate as lenders in DIP Cash Secured LCs (as defined below). Consistent with the agreement among the Borrowers, the Ad Hoc Term Loan Group and the Other Backstop Parties (as defined below), New DIP Term Loans will be allocated as follows: (x) $1,053.4 million to be allocated pro rata based on total outstanding term loans of DIP Term Loan Lenders under the Superpriority Credit Agreement and on total outstanding term loans under the Credit Agreement of DIP Term Loan Lenders that are part of the Ad Hoc Term Loan Group (with the determination of such amount of term loans under the Credit Agreement based solely upon the representation of such member of the Ad Hoc Term Loan Group to the DIP Term Agent with respect to itself, including with respect to unsettled trades) and (y) $146.6 million to be allocated to the Other Backstop Parties (as defined below) pro rata based on their backstop commitments with respect to such $146.6 million of New DIP Term Loans.
DIP Secured Parties	The DIP Agents, the DIP Letter of Credit Issuers, the DIP Lenders and the holders of Hedging Obligations.
DIP Credit Facility Structure and Size	The DIP Credit Facility shall be a superpriority committed credit facility provided by the DIP Lenders and comprised of: (a) term loans (the “DIP Term Loans” and the facility under which such term loans are issued, the “DIP Term Loan Facility”), comprised of up to $1.2 billion principal amount of New DIP Term Loans (as defined below) plus $800 million principal amount of the Superpriority Term Loans rolled into the DIP Term

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Loan Facility plus the Make Whole Amount (as defined below) plus the Additional Obligations (as defined below), of which $550 million of New DIP Term Loans will be available upon entry of the Interim DIP Order (the “Initial Term Loan Funding”), (b) up to $743 million principal amount of letters of credit (including up to $100 million principal amount of DIP Cash Secured LCs, the “DIP Letters of Credit” and the facility under which such letters of credit are to be issued, the “DIP Letter of Credit Facility”, each of the DIP Term Loan Facility and the DIP Letter of Credit Facility, a “DIP Facility”) comprised of the New DIP Letters of Credit (as defined below) and the Superpriority Letters of Credit rolled into the DIP Letter of Credit Facility, of which $300 million of New DIP Letters of Credit, will be available upon entry of the Interim DIP Order (the “Initial LC Funding” and, together with the Initial Term Loan Funding, the “Initial Funding”) and (c) the Hedging Obligations (as defined below) on the terms provided herein. The DIP Credit Facility will be subject to the definitive documents which shall reflect the terms and conditions set forth in this DIP Term Sheet. The reimbursement mechanics and the letter of credit issuance mechanics of the DIP Credit Facility shall be on terms mutually agreed upon by the DIP Lenders and the Debtors, and in accordance with the DIP Budget (as defined herein).

Committed DIP Financing

•  New Funded DIP Indebtedness: Up to $1.2 billion principal amount of DIP Term Loans to be provided as debtor-in-possession financing (the “New DIP Term Loans”).

•  New DIP Letters of Credit: $543 million of new and incremental DIP Letters of Credit to be provided as debtor-in-possession financing (the “New DIP Letters of Credit”).

Superpriority Facility and Hedging Roll-Up

Upon entry of the Interim DIP Order:

•  Any prepetition currency and interest rate hedging transactions of the Debtors owing to the DIP Agents, the DIP Letter of Credit Lenders or their affiliates shall be rolled up into the DIP Credit Facility; provided that only interest rate hedging transactions with a notional amount of up to $500 million shall be rolled up into the DIP Credit Facility (the “Rolled-Up Hedging Obligations”) which shall be allocated ratably amongst the DIP Letter of Credit Lenders or their affiliates providing such interest rate hedging transactions based on the notional amount of their prepetition interest rate hedging with the Debtors.

Upon entry of the Final DIP Order:

•  100% of the $800 million principal amount of Superpriority Term Loans and the $200 million principal amount of Superpriority Letters of Credit, in each case that are outstanding as of the Petition Date, shall be rolled into DIP Credit Facility and deemed to constitute DIP Term Loans and DIP Letters of Credit, respectively.

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	•  The Make Whole Amount payable in respect of Superpriority Term Loans funded prior to the Petition Date shall be rolled into the DIP Credit Facility as DIP Term Loans (the “Make Whole Amount”). •  Any interest and fees due in respect of the Superpriority Term Loans and the Superpriority Letters of Credit as of the Final DIP Order shall be rolled into the DIP Credit Facility and deemed to constitute obligations due under the DIP Credit Facility (the “Additional Obligations” and together with the Superpriority Term Loans, the Superpriority Letters of Credit, the Make Whole Amount, and the Rolled Up Hedging Obligations, the “Rolled-up Obligations”). The Rolled-up Obligations, the New Hedging Obligations, the New DIP Term Loans and the New DIP Letters of Credit and any other obligations under the DIP Credit Facility are collectively referred to herein as the “DIP Obligations.”
Fees on the New DIP Term Loans	Fees on the full commitment amount of the New DIP Term Loans: Upfront Fee: 2.25% of the entire commitment amount of the New DIP Term Loans earned and payable in full upon Initial Funding Backstop Fee: 2.25% of the (x) $1,053.4 million commitment amount of the New DIP Term Loans to DIP Term Loan Lenders that are members of the Ad Hoc Group of Term Lenders based pro rata upon holdings of outstanding term loans under the Superpriority Credit Agreement and (y) $146.6 million commitment amount of the New DIP Term Loans to certain financial institutions that backstop such $146.6 million of New DIP Term Loans (the “Other Backstop Parties”), in each case earned and payable in full upon Initial Funding For the avoidance of doubt, no such fees shall be payable in respect of any Rolled-Up Obligations.
Fees on the New DIP Letters of Credit	Fees on the full commitment amount of the New DIP Letters of Credit: Upfront Fee: 2.25% of the entire commitment amount of the New DIP Letters of Credit earned and payable in full upon Initial Funding Backstop Fee: 2.25% of the entire commitment amount of the New DIP Letters of Credit earned and payable in full upon Initial Funding For the avoidance of doubt, no such fees shall be payable in respect of any Rolled-Up Obligations.
Maturity	The earliest to occur of: •  (a) 9 months after the Petition Date, which date shall be extended automatically by an additional 90 days if the following conditions are satisfied on the date that is ten business days prior to the then-current Maturity Date: •  No Default or Event of Default shall exist;

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	•  The representations and warranties of the Debtors contained in the DIP Credit Agreement shall be true and correct in all material respects; •  The RSA has not been terminated; •  An order approving the Technology Business Sale has been entered by the Bankruptcy Court; and •  The Technology Business Sale has not closed solely due to regulatory approvals remaining outstanding; •  (b) the Plan Effective Date; and •  (c) acceleration of the DIP Term Loans or DIP Letters of Credit following the occurrence of an Event of Default (the “Maturity Date”). Any condition contained in clause (a) above may be waived with the express written consent of each of the Required DIP Term Loan Lenders and the Required DIP Letter of Credit Lenders.
Margin	DIP Letters of Credit: 900 bps with respect to DIP Letters of Credit (other than the DIP Cash Secured LCs). DIP Term Loans: LIBOR + 900 bps with respect to all DIP Term Loans. Default Rate Premium: + 200 bps in respect of DIP Term Loans and DIP Letters of Credit following the occurrence of an Event of Default under the DIP Credit Facility.
Other Fees	Unused Commitment Fees: 50 bps. Fronting Fees: 50 bps. Other customary letter of credit fees.
Conditions Precedent to Issuance of New DIP Letters of Credit	The DIP Credit Agreement shall include customary conditions precedent to the issuance of each New DIP Letters of Credit plus the following: •  after giving effect to the issuance of such New DIP Letter of Credit, the aggregate amount of all DIP Letters of Credit (including DIP Cash Secured LCs) plus the undrawn face amount of letters of credit issued and outstanding under the Prepetition Secured Facilities plus the drawn amount of any letters of credit under the Prepetition Secured Facilities shall not exceed $2.44 billion in principal amount; •  at all times prior to the issuance of such New DIP Letter of Credit no more than $125 million principal amount of letters of credit under the Prepetition Secured Facilities (other than letters of credit fully secured by cash collateral) shall have been drawn and remain unreimbursed in full in cash during the pendency of the Chapter 11 Cases; •  The New DIP Letters of Credit shall not contain a draw mechanism in the form letter of credit that expressly allows the beneficiary to draw the New DIP Letters of Credit upon the occurrence of an insolvency event; and

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	•  With respect to the issuance of certain letters of credit under the DIP Credit Facility as required by the applicable DIP Letter of Credit Issuer and any financial letter of credit, such letter of credit (each a “DIP Cash Secured LC”) shall be cash collateralized by funds equal to 105% of the face amount of such letter of credit which funds shall solely secure such letter of credit. All conditions precedent to the issuance of New DIP Letters of Credit may only be waived with the written consent of the Required DIP Letter of Credit Lenders.
DIP Collateral	The DIP Obligations will be secured by: •  Upon entry of the Interim DIP Order, superpriority priming liens on existing first lien collateral package as well as first lien on unencumbered assets, if any, subject to the Carve Out. •  As Cash Secured Letters of Credit under the Credit Agreement and cash collateralized letters of credit under the Lloyds Facility expire, the cash collateral in support of such expiring letters of credit shall be placed in a cash collateral account (the “DIP Cash Secured LC Account”) which shall constitute DIP Collateral securing DIP Obligations in respect of DIP Letters of Credit and which cash, subject to the following sentence, may not be released therefrom until the payment or satisfaction in full in cash of the DIP Obligations in respect of DIP Letters of Credit except to reimburse the DIP Letter of Credit Lenders for any DIP Letter of Credit that is drawn and not timely reimbursed or to cash collateralize DIP Cash Secured LCs, if any. Such cash shall be released and deposited to a cash collateral account which shall be available to secure letters of credit on the Plan Effective Date.
Hedging	Any hedging transactions permitted under the DIP Orders and hedging orders entered by the Bankruptcy Court, that are entered into after the Petition Date by the Debtors with a counterparty that is a DIP Agent, a DIP Letter of Credit Lender or any affiliate of the foregoing (or, subject to the consent of the DIP LC Agent in its reasonable discretion, other persons, on to be agreed terms) will be secured by the DIP Collateral (such hedging obligations, the “New Hedging Obligations” together with the Rolled-Up Hedging Obligations, the “Hedging Obligations”).
Use of Proceeds	The proceeds of the DIP Credit Facility shall be used to, among other things: •  pay fees, interest, payments and expenses associated with the DIP Credit Facility, •  provide for the ongoing working capital and capital expenditure needs of the Debtors during the pendency of the Chapter 11 Cases, •  fund the Carve-Out,

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	•  fund the Adequate Protection payments, and •  fund the costs of the administration of the Chapter 11 Cases and the consummation of the restructuring, in each case, subject to the DIP Budget. •  DIP Letters of Credit shall be issued only (x) for new projects, (y) for incremental letters of credit with respect to existing projects and (z) to replace prepetition secured letters of credit not subject to auto-renewal. The proceeds of the DIP Credit Facility, including DIP Letters of Credit, shall not be used to support any hedging obligations (other than the Hedging Obligations), bilateral letter of credit obligations or surety obligations of the Debtors or to make any payments to trade vendors for penalty interest payments (excluding, for the avoidance of doubt, customary liquidated damages to customers) unless otherwise specified in the DIP Budget or authorized pursuant to the DIP Order.
Adequate Protection	The DIP Orders shall provide for the following adequate protection in respect of all claims under the Prepetition Secured Facilities: •  Payment of fees and charges under Section 2.15(c)(i), (c)(iii) and (e) of the Credit Agreement. •  Payment of reasonable fees and expenses of the Revolving and LC Administrative Agent, the Term Loan Administrative Agent, the 2021 LC Administrative Agent, the 2018 Collateral Agent, the Superpriority Revolving Agent, the Superpriority Term Loan Agent, the Superpriority Collateral Agent, and the Issuers (as defined in the Credit Agreement), including the reasonable fees and expenses of their professionals. •  Payment of reasonable fees and expenses of professionals (including legal, financial and engineering/project review advisors) of AHG Term Advisors and the Revolving and LC Agent Advisors. •  First lien on any unencumbered assets, junior only to superpriority DIP Credit Facility liens, and superpriority claims. •  Compliance with the Cash Secured Letter of Credit Cash Coverage Requirement in Section 2.06(b) of the Credit Agreement. •  Other customary legal protections including benefit of the DIP Milestones.
Selected Key Milestones	The DIP Orders and the DIP Credit Agreement shall provide that the Debtors will implement their Chapter 11 Cases in accordance with the milestones as reflected in Annex 1 attached hereto (the “DIP Milestones”). The Company Parties may extend a DIP Milestone only with the express written consent of the Required DIP Term Loan Lenders and the Required DIP Letter of Credit Lenders.

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Conditions Precedent	Usual and customary conditions precedent, including, without limitation, entry into an RSA that is satisfactory to the DIP Lenders.
Financial Covenants	Based on the Superpriority Credit Agreement (except without the ability for Debtors to deliver a supplemental budget and prior to modifications made in amendment to facilitate Tranche B funding under the Superpriority Credit Agreement), however; •  Minimum LTM Adjusted EBITDA covenant to be set at 10% cushion to Debtors’ final business plan; •  Additional Maximum Specified Project Charge covenant (tested quarterly) to be included; and •  The Debtors shall not allow (to be tested on a weekly basis) the aggregate cumulative actual vendor disbursements and JV infusions with respect to Cameron, Duke Asheville, Calpine, MOX, Tyra Pkg 1 & 3, Freeport 1&2, Freeport 3, ROTA-3 PIPELINE, KGD 98/2 SPS Surf, Golden Pass, Mozambique, TOTAL Ethane, Borstar, Entergy – Lake Charles, Entergy – St. Charles and Entergy – Montgomery County (the “Specified Projects”) (as noted in the most recently delivered DIP Budget as “Specified Project Cash Flow Forecast”) by the Debtors for each four-week period to be more than the projected amount therefor set forth in the most recently delivered DIP Budget by more than 15% and for each week within such variance testing period, to be more than the projected amount therefor set forth in the most recently delivered DIP Budget by more than (x) 20%, with respect to each of the first week and on a cumulative basis for the two-week period ending with the second week of such variance testing period and (y) 15% on a cumulative basis with respect to the three-week period ending with the third week and the four-week period ending with the fourth week, in each case of such variance testing period.
Negative Covenants/ Events of Default	Usual and customary negative covenants and events of default, including without limitation, events of default occurring as a result of (a) (i) a breach of any DIP Milestone, (ii) failure to pay principal, fees and interest when due, and (iii) failure to comply with covenants (subject to specified grace periods) and (b) certain bankruptcy matters including (i) entry of an order (A) converting any chapter 11 case to a case under chapter 7, (B) dismissing any chapter 11 case, (C) appointing a chapter 11 trustee, (D) terminating exclusivity, (E) staying, reversing or vacating the interim or final orders approving the DIP Credit Facility, (F) approving the sale of all or substantially all assets of the Debtors, and (G) termination of the RSA and (ii) if 30 days after the entry of the Interim DIP Order, the Final DIP Order has not been entered (this clause (b), the “Bankruptcy Events of Default”). In addition, the DIP Credit Agreement shall include a prohibition on maintaining (a) FX hedging with an aggregate notional amount greater than $1 billion and (b) interest rate hedging with an aggregate notional amount of more than $500 million).

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	Upon the occurrence and during the continuation of an Event of Default, (a) the Required DIP Term Loan Lenders or the DIP Term Agent at the direction of the Required DIP Term Loan Lenders may immediately (i) deliver a notice of an Event of Default to Debtors and (ii) terminate the commitments of the DIP Term Loan Lenders and (b) the Required DIP Letter of Credit Lenders or the DIP LC Agent at the direction of the Required DIP Letter of Credit Lenders may immediately (i) deliver a notice of an Event of Default to Debtors and (ii) terminate the commitments of the DIP Letter of Credit Lenders. In addition, upon the occurrence and during the continuation of an Event of Default, upon five (5) business days prior written notice to the Debtors from either the Required DIP Term Loan Lenders or the Required DIP Letter of Credit Lenders or the respective DIP Agent at the direction thereof, (a) (x) in the case of such notice from the Required DIP Term Loan Lenders, the obligations under the DIP Term Loan Facility shall accelerate and (y) in the case of such notice from the Required DIP Letter of Credit Lenders, the obligations under the DIP Letter of Credit Facility shall accelerate, (b) the DIP Facility obligations shall accrue interest at the Default Rate, (c) the automatic stay under section 362 of the Bankruptcy Code shall be terminated without order of the Bankruptcy Court, without the need for filing any motion for relief from the automatic stay or any other pleading, for the purpose of permitting the Required DIP Term Loan Lenders or the Required DIP Letter of Credit Lenders to do any of the following: (i) direct the relevant DIP Agents to foreclose on the collateral and (ii) enforce all of their rights under the DIP Documents.
Affirmative Covenants	Usual and customary affirmative covenants, including without limitation: •  Compliance with all reporting requirements outlined in the section “Financial Reporting Requirements”. •  Each DIP Budget (including the individual disbursements outlined therein) shall be reasonably acceptable to the Required DIP Lenders. •  Use commercially reasonable efforts to obtain and maintain ratings with respect to the DIP Credit Facility and DIP Letter of Credit Facility.
Financial Reporting Requirements	The Debtors will provide the following reporting to the DIP Secured Parties, AHG Term Advisors and the Revolving and LC Agent Advisors throughout the Chapter 11 Cases: •  Updated 13-week cash flow forecast to be provided every four weeks (the “DIP Budget”). •  Variance analysis to be provided weekly in a form substantially consistent with that provided under the Superpriority Credit Agreement and otherwise reasonably acceptable to the Required DIP Lenders, but for the avoidance of doubt, to include a variance report setting forth the numerical variance of the actual results for disbursement with respect to the Specified Projects as noted in the DIP Budget as “Specified Project Cash Flow Forecast” in respect of each four-week period as compared to the line item included in the most recent 13-week cash flow forecast previously delivered to the DIP Lenders, together with a qualitative explanation for any material variances.

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	•  Bi-weekly update report on CB&I legacy projects, the Entergy Projects, Duke Ashville, and all new projects in excess of $500 million substantially consistent with existing internal reporting and otherwise reasonably acceptable to the Required DIP Lenders. •  New contract reporting requirements substantially consistent with the Superpriority Credit Agreement and otherwise reasonably acceptable to the Required DIP Lenders. •  Monthly analysis of EAC variances for projects with a contract value in excess of $500 million that exceed project level contingencies, projects with new claims, and default notices issued in the prior month in each case in a form reasonably acceptable to the Required DIP Lenders. •  Monthly management conference calls with the AHG Term Advisors and the Revolving and LC Agent Advisors.
Other	•  Conditions requiring KEIP/KERP to be acceptable to the Required DIP Lenders. •  Representations and warranties customary for financings of this type and acceptable to the DIP Lenders.
Prepayments	The Borrower shall not be permitted to prepay or repay DIP Term Loans or cash collateralize DIP Letters of Credit (other than DIP Cash Secured LCs) other than on a pro rata basis across the entire DIP Credit Facility (including the Make Whole Amount). Prior to the Maturity Date, the Borrower may, upon at least two business days’ notice (which notice may be made contingent upon the consummation of certain events or transactions) and at the end of any applicable interest period (or at other times with the payment of applicable breakage costs), prepay and cash collateralize in full or in part, the DIP Term Loans and the DIP Letters of Credit. Prior to the Maturity Date, mandatory prepayments shall be required under certain to be agreed standard and customary circumstances, including: •  Permitted Asset Sales: The Debtors shall prepay, on a pro rata basis, the DIP Term Loans and cash collateralize the DIP Letters of Credit (other than DIP Cash Secured LCs) in an amount equal to 100% of the net cash proceeds of the sale or other disposition of any property or assets of the Debtors or any of their respective subsidiaries, except for ordinary course and de minimis sales and additional exceptions (including reinvestment rights for certain asset sales)1 to be agreed on in the DIP Documents.

¹  NTD: Reinvestment rights for Pipes and ancillary Tech Business.

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Payments following an Event of Default Upon either (A) the written direction of the Required DIP Lenders after the occurrence and during the continuance of an Event of Default or (B) the acceleration of any DIP Facility, all payments in respect of any DIP Obligations (other than obligations with respect to DIP Cash Secured LCs, which shall only have recourse to the DIP Cash Secured LC Account) and proceeds of DIP Collateral shall be applied in the following order, subject to the Carve Out:   •  first, to pay interest on and then principal of (i) the DIP Term Loans that any Administrative Agent may have advanced on behalf of any DIP Lender for which such Administrative Agent has not then been reimbursed by such DIP Lender or the Borrowers and (ii) the reimbursement obligations owed to any DIP Letter of Credit Issuer (other than with respect to DIP Cash Secured LCs) for which such DIP Letter of Credit Issuer has not then been reimbursed by any DIP Lender or the Borrowers;   •  second, to pay DIP Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to any Administrative Agent or the Collateral Agent;   •  third, to pay DIP Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the DIP Lenders and the DIP Letter of Credit Issuers;   •  fourth, to pay DIP Obligations in respect of any fees then due to any Administrative Agent, the Collateral Agent, and the DIP Letter of Credit Issuers;   •  fifth, to pay (i) interest then due and payable in respect of the DIP Term Loans (ratably to the aggregate principal amount of such Loans) (ii) interest owing in respect of reimbursement obligations under the DIP Credit Agreement and (iii) fees owing to any DIP Letter of Credit Lenders;   •  sixth, to pay or prepay the DIP Term Loans (including the Make Whole Amount), reimbursement obligations under the DIP Credit Agreement, Hedging Obligations, the Additional Obligations and other obligations under the DIP Credit Agreement, including to provide cash collateral for outstanding DIP Letters of Credit (other than with respect to DIP Cash Secured LCs), on a pro rata basis;   •  seventh, to discharge prepetition claims under the Prepetition Secured Facilities in accordance with the Collateral Agency and Intercreditor Agreement, dated as of May 10, 2018; and   •  eighth, to such other person or entity entitled thereto under applicable agreements or as otherwise required by law.

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Cash Collateralization of DIP Letters of Credit	To the extent required, DIP Letters of Credit shall be cash collateralized in an amount equal to 105% of the DIP Letters of Credit so collateralized.
Prepayment Premium	For the avoidance of doubt, all prepayments and repayments (as a result of the Technology Business Sale or otherwise) shall be made without premium or penalty other than breakage, if applicable.
Voting	Except as otherwise provided for herein, voting in respect of amendments, waivers, and modifications of the terms of the DIP Credit Agreement shall be customary for financings of this type (including all lender consent requirements to be agreed); provided that, where customary, certain waivers, amendments and modifications to be agreed will require the consent of each of the Required DIP Term Loan Lenders and the Required DIP Letter of Credit Lenders, including, without limitation, any waivers, amendments and modifications of the Bankruptcy Events of Default. As used herein: “Required DIP Lenders” means, at any time, DIP Lenders having exposure (including term exposure and letter of credit exposure) and unused letter of credit commitments representing at least a majority of the sum of all exposure outstanding and unused letter of credit commitments at such time (subject to customary defaulting lender limitations). “Required DIP Term Loan Lenders” means, at any time, DIP Term Loan Lenders having term exposure (including term loan commitments and term loans) representing at least a majority of the sum of the term exposure of all DIP Term Loan Lenders at such time. “Required DIP Letter of Credit Lenders” means, at any time, DIP Letter of Credit Lenders having letter of credit exposure (including ratable portion of letter of credit obligations) and unused letter of credit commitments representing at least a majority of the sum of all letter of credit exposure outstanding and unused letter of credit commitments at such time (subject to customary defaulting lender limitations).
Carve Out	The DIP Orders will include a carve out (the “Carve Out”) substantially in the form attached as Annex 2 hereto.

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Annex 1

DIP Milestones

The Company Parties shall implement the Restructuring Transactions in accordance with the DIP Milestones which shall include the following:

(a) on or before January 22, 2020, the Company Parties shall have filed voluntary petitions under chapter 11 of the Bankruptcy Code with the Bankruptcy Court;

(b) on the Petition Date, the Company Parties shall have filed with the Bankruptcy Court (i) a motion seeking entry of the Interim DIP Order and (ii) the Bidding Procedures Motion;

(c) no later than 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;

(d) no later than 35 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Bidding Procedures Order;

(e) no later than 30 calendar days after the Petition Date, the Company Parties shall have filed the Plan, the Disclosure Statement and the Disclosure Statement Motion;

(f) no later than 35 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order;

(g) no later than 45 calendar days after the Petition Date, the Bid Deadline (as defined in the Bidding Procedures Order) shall have expired;

(h) no later than 50 calendar days after the Petition Date, the Auction (as defined in the Bidding Procedures Order), if any, shall have occurred;

(i) no later than 80 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Sale Order;

(j) no later than 90 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order;

(k) no later than 150 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order;

(l) no later than 9 months after the Petition Date, the Plan shall have become effective; provided that such milestone shall be automatically extended for an additional 90 days solely to the extent regulatory approvals remain outstanding for the Technology Business Sale.

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Annex 2²

Carve Out

1. Carve Out.

(a) Carve Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) at any time before or on the first business day following delivery by the DIP Agents of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Debtor Professional Persons in an aggregate amount not to exceed $[_____] incurred after the first business day following delivery by the DIP Agents of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agents to the Debtors, their lead restructuring counsel and the U.S. Trustee, which notice may be delivered following the occurrence and during the continuation of an Event of Default and acceleration of the DIP Obligations under the DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

(b) Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the DIP Agents to the Debtors (the “Termination Declaration Date”), the Carve Out Trigger Notice shall also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the

²  NTD: Subject to definitional/conforming changes in the Interim DTP Order and modifications as required by the Court.

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Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agents in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, the Carve Out Trigger Notice shall also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agents in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP Agents for the benefit of the DIP Lenders, unless the [DIP Obligations] have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Prepetition Secured Creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP Agents for the benefit of the DIP Lenders, unless the [DIP Obligations] have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Prepetition Secured Creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the DIP Documents, or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [•], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up

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to the applicable amount set forth in this paragraph [●], prior to making any payments to the DIP Agents or the Prepetition Secured Creditors, as applicable. Notwithstanding anything to the contrary in the DIP Documents or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the DIP Agents and the Prepetition Secured Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the DIP Agents for application in accordance with the DIP Documents. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Loans] (as defined in the DIP Credit Agreement) or increase or reduce the [DIP Obligations], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order, the DIP Facility, or in any Prepetition Secured Facilities, the Carve Out shall be senior to all liens and claims securing the DIP Facility, the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [DIP Obligations] or the [Prepetition Secured Obligations].

(c) Payment of Allowed Professional Fees Prior to the Termination Declaration Date. Any payment or reimbursement made prior to the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall not reduce the Carve Out.

(d) No Direct Obligation To Pay Allowed Professional Fees. None of the DIP Agents, DIP Lenders, or the Prepetition Secured Creditors shall be responsible for the payment or reimbursement of any fees or disbursements of any Professional Person incurred in connection with the Chapter 11 Cases or any successor cases under any chapter of the Bankruptcy Code. Nothing in this [Interim/Final] Order or otherwise shall be construed to obligate the DIP Agents, the DIP Lenders, or the Prepetition Secured Creditors, in any way, to pay compensation to, or to reimburse expenses of, any Professional Person or to guarantee that the Debtors have sufficient funds to pay such compensation or reimbursement.

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(e) Payment of Carve Out On or After the Termination Declaration Date. Any payment or reimbursement made on or after the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall permanently reduce the Carve Out on a dollar-for-dollar basis.

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Exhibit 3

Exit Facilities Term Sheet

Exit Facilities

Summary of Terms and Conditions

This indicative term sheet sets forth the principal terms of the credit facilities described below (the “Exit Facilities” (including for the avoidance of doubt the Super Senior Exit Facility, the Senior LC Exit Facility, the Roll-Off LC Exit Facility, the Term Loan Exit Facility, the Cash Secured LC Exit Facility and the Make Whole Exit Facility)).

Parent Guarantor:	Reorganized McDermott (as defined in the Restructuring Support Agreement) (the “Company”).
Borrowers:	To be identified in the Exit Facility Agreement (as defined in the Restructuring Support Agreement, the “Exit Facility Agreement”) (the “Borrowers”).
Guarantors:	Subject to the limitations set forth below in this section, all obligations of (i) the Borrowers under the Exit Facilities and (ii) the Company and its subsidiaries under interest rate protection, commodity trading or hedging, currency exchange or other hedging or swap arrangements or cash management arrangements entered into with a person that is either an Administrative Agent (as defined below) or any LC Lender or Lender or any affiliate of either an Administrative Agent or any LC Lender or Lender, in each case, at the time of entering into such arrangements or in existence on the Closing Date (as defined below) (the “Hedging/Cash Management Arrangements” and each such holder of such Hedging/Cash Management Arrangements, a “Hedge Counterparty” and collectively the “Hedge Counterparties”) will be unconditionally guaranteed jointly and severally on a secured basis (the “Guarantees”), by the Company and each existing and subsequently acquired or organized direct or indirect wholly-owned restricted subsidiary of the Company (other than any Excluded Subsidiary referred to below) (all entities which provide such guarantees, collectively, the “Guarantors” and, together with the Borrowers, the “Credit Parties”).
	For purposes hereof, “Excluded Subsidiaries” shall mean, at any time, (a) any subsidiary that is an immaterial subsidiary or a non-wholly owned subsidiary, (b) any non-U.S. subsidiary if at such time the guarantee to be provided by such subsidiary is prohibited by any governmental authority with authority over such non-U.S. subsidiary or would result in any breach of any law or regulation (or analogous restriction) of the jurisdiction of organization of such subsidiary or result in a substantial risk to the officers or directors of such Person of civil or criminal liability, (c) any subsidiary under circumstances where each Administrative Agent determines in its sole discretion (in consultation with the Company) that the cost, burden, difficulty or consequence of providing such guarantee at such time is excessive in relation to the value afforded thereby. If any wholly-owned subsidiary of the Company is an Excluded Subsidiary solely as a result of clause (b) of the preceding sentence, the Company shall use commercially reasonable efforts (as determined by the Administrative Agents) to obtain the relevant governmental or third party consent or other authority to permit such subsidiary to become a Guarantor or to mitigate such risk of liability.

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	The Exit Facility Documentation (as defined below) will contain appropriate exclusions and related provisions (including keepwell or similar provision) regarding guarantees and other credit support to be provided in respect of swap obligations by any Guarantor that is not an “eligible contract participant” as defined in the Commodity Exchange Act, as amended, and regulations thereunder.
Joint Lead Arrangers and Joint Lead Bookrunners:	One or more of ABN AMRO Capital USA LLC, Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, Royal Bank of Canada and the other institutions (if any) to be identified in the Exit Facility Agreement will act as joint lead arrangers and joint lead bookrunners (in such capacities, the “Lead Arrangers”) for the Exit Facilities and will perform the duties customarily associated with such roles.
Administrative Agents and Collateral Agent:	(i) Crédit Agricole Corporate and Investment Bank (“CACIB”) or such other entity to be identified in the Exit Facility Agreement will act as sole and exclusive administrative agent in respect of the LC Exit Facilities (in such capacity, the “LC Administrative Agent”) and will perform the duties customarily associated with such role, (ii) the entity to be identified in the Exit Facility Agreement will act as sole and exclusive administrative agent in respect of the Term Loan Exit Facility (in such capacity, together with the LC Administrative Agent, the “Administrative Agents”) and will perform the duties customarily associated with such role and (iii) the entity to be identified in the Exit Facility Agreement will act as sole and exclusive collateral agent (in such capacity, the “Collateral Agent”) in respect of the Exit Facilities and will perform the duties customarily associated with such role.
Documentation Agent:	One or more financial institutions selected by the Lead Arrangers in consultation with the Company.
Syndication Agents:	One or more financial institutions selected by the Lead Arrangers in consultation with the Company.
LC Lenders:	Various banks, financial institutions and institutional lenders participating in the LC Exit Facilities as lenders (each, an “LC Lender” and, collectively, the “LC Lenders”).
Lenders:	Various banks, financial institutions and institutional lenders participating in the Term Loan Exit Facility as lenders (each, a “Lender” and, collectively, the “Lenders”).
Facilities:	A 4-year, super senior secured exit facility comprising (i) a letter of credit facility in an amount up to $743 million (the “Super Senior Exit Facility”) and (ii) any Make-Whole Exit Facility (as described below);

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A 4-year, senior secured letter of credit exit facility in an amount up to $1.326 billion (the “Senior LC Exit Facility”) ranked junior to the Super Senior Exit Facility; provided that the maximum amount of the Senior LC Exit Facility shall be reduced dollar-for-dollar for each Prepetition Secured Letter of Credit (as defined in the Restructuring Support Agreement among certain of the Credit Parties and certain of their prepetition lenders, among others (the “Restructuring Support Agreement”), each a “Prepetition Secured Letter of Credit” and collectively the “Prepetition Secured Letters of Credit”) that is funded and not reimbursed in full in cash during the Chapter 11 Cases. Availability under the Senior LC Exit Facility shall be limited to the aggregate maximum amount thereof less the sum of (a) the aggregate face amount of Letters of Credit outstanding under the Roll-Off LC Exit Facility and (b) the amount of drawings of Letters of Credit under the Roll-Off LC Exit Facility that have not been reimbursed in full in cash. Subject to the Sizing Principle (as defined below) the mechanics of the foregoing availability construct will be set forth in the Exit Facility Documentation and shall be effectuated such that commitments under the Senior LC Exit Facility shall be $0 as of the Closing Date and shall increase from time to time as Letters of Credit under the Roll-Off LC Exit Facility terminate;

A senior secured letter of credit exit facility pursuant to which each outstanding Prepetition Secured Letter of Credit (other than any letter of credit deemed issued under the Cash Secured LC Exit Facility) will be deemed issued under its respective prepetition credit agreement, solely as amended pursuant to the Plan (as defined in the Restructuring Support Agreement) (the “Roll-Off LC Exit Facility” and, together with the Super Senior Exit Facility and the Senior LC Exit Facility, the “LC Exit Facilities”) so that (a) all auto-renewing Prepetition Secured Letters of Credit and associated reimbursement obligations will continue under the Roll-Off LC Exit Facility until their final expiration date or such time when they have been terminated in accordance with the terms existing on the petition date, and (b) the Roll-Off LC Exit Facility will not be available for issuances of new letters of credit;

A cash secured letter of credit exit facility in an amount up to $371 million (the “Cash Secured LC Exit Facility”);

It being understood and agreed that the aggregate amount of commitments under the LC Exit Facilities and the Cash Secured LC Exit Facility on the Closing Date will be equal to $2.44 billion minus the aggregate amount of the drawings of Prepetition Secured Letters of Credit and letters of credit issued under the DIP Credit Facility (as defined in the Restructuring Support Agreement, the “DIP Credit Facility”) during the Chapter 11 Case (as defined in the Restructuring Support Agreement) that have not been reimbursed in full in cash (the foregoing being referred to as the “Sizing Principle”); and

A 5-year senior secured term loan facility in an amount equal to $500 million of take-back debt (the “Term Loan Exit Facility”) in respect of certain prepetition obligations which shall be deemed term loans (the “Term Loans”) under the Term Loan Exit Facility upon the Closing Date. The Term Loan Exit Facility shall rank pari passu with the Roll-Off LC Exit Facility.

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	In no event shall the sum of (v) the face amount of Letters of Credit issued under the Cash Secured LC Exit Facility, plus (w) the face amount of Letters of Credit issued under the Senior LC Exit Facility, plus (x) the face amount of Letters of Credit issued under the Super Senior Exit Facility, plus (y) the face amount of Letters of Credit issued under the Roll-Off LC Exit Facility exceed the Secured Letter of Credit Cap plus the amount of any Incremental Facility constituting part of the Senior LC Exit Facility.
	“Secured Letter of Credit Cap” shall mean, at any time, (a) $2.44 billion minus (b) the aggregate amount of (i) drawings on Prepetition Secured Letters of Credit and letters of credit issued under the DIP Credit Facility (as defined in the Restructuring Support Agreement) during the Chapter 11 Cases (as defined in the Restructuring Support Agreement) that have not been reimbursed in full in cash and (ii) unreimbursed drawings of Letters of Credit during the term of the Exit Facilities at such time.
	Purpose and Use of Proceeds: The letters of credit issued under the LC Exit Facilities (each, a “Letter of Credit”) will be used by the Company and its subsidiaries to support performance obligations of the Company and any direct or indirect subsidiary or joint venture of the Company.
Availability of Facilities:	The LC Exit Facilities will be made available on the Closing Date.
	The Term Loan Exit Facility will be deemed made on the Closing Date. Amounts in respect of the Term Loans that are repaid or prepaid may not be reborrowed.
Maturity:	The Super Senior Exit Facility and the Senior LC Exit Facility will mature on the 4th anniversary of the Closing Date.
	Letters of Credit under the Roll-Off LC Exit Facility will automatically be deemed issued under the Senior LC Exit Facility on the maturity date of the prepetition credit facility under which they were issued.
	The Term Loan Exit Facility will mature on the 5th anniversary of the Closing Date.
	Each such date on which an Exit Facility matures, a “Maturity Date”.
Ranking of Facilities:	The Super Senior Exit Facility (including the Hedging/Cash Management Arrangements) will be the most senior ranking credit facility in right of payment under the Exit Credit Agreement.

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	The Make Whole Exit Facility (described below) will be subordinate in right of payment to the obligations with respect to letters of credit under the Super Senior Exit Facility, if applicable, and senior in right of payment to each other Exit Facility sharing the collateral. The Company will have no other liabilities at any time which rank pari passu with the Super Senior Exit Facility.
	The Senior LC Exit Facility will rank junior in right of payment to the Super Senior Exit Facility and the Make Whole Exit Facility and senior in right of payment to the Roll-Off LC Exit Facility and the Term Loan Exit Facility. The Senior LC Exit Facility will rank pari passu with any Incremental LC Facility or any Revolver Facility.
	The Roll-Off LC Exit Facility and the Term Loan Exit Facility will be junior in right of payment to each other Exit Facility sharing the collateral and shall rank pari passu in right of payment with one another.
Make Whole Exit Facility:	To the extent net proceeds from the Company’s planned sale of its tech business are insufficient to pay, in full, the make whole amount (the “Make Whole Amount”) due in respect of the Company’s prepetition superpriority senior secured credit agreement, the holders of term loans thereunder (the “Make Whole Holders”) shall receive indebtedness that shall be in the form of a separate term loan facility (the “Make Whole Exit Facility”). Such Make Whole Exit Facility shall (i) be in the principal amount of any portion of the Make Whole Amount outstanding at emergence, (ii) mature on the 4th anniversary of the Closing Date and (iii) have an interest rate of LIBOR + 3.00% (subject to a 0% floor).
Letters of Credit:	Letters of Credit will be issued for the account of the Borrowers to support obligations of any of the Company and/or the Company’s subsidiaries or joint ventures by one or more issuers (or affiliates of such issuers) that agree to issue Letters of Credit and are reasonably acceptable to the Company and the LC Administrative Agent (each, an “Issuer”); provided that no Issuer shall be required to issue trade or commercial letters of credit or bank guarantees without its consent and each such Letter of Credit must comply with the relevant Issuer’s internal policies with respect thereto. Each Letter of Credit (other than applicable Letters of Credit outstanding under the Roll-Off LC Exit Facility) shall expire not later than 12 months after its date of issuance or such longer period of time as may be agreed by the applicable Issuer; provided that Letters of Credit that extend past the applicable Maturity Date must be cash collateralized or backstopped no later than 95 days prior to the applicable Maturity Date pursuant to arrangements reasonably acceptable to the relevant Issuer; provided that any Letter of Credit may provide for renewal thereof for additional periods of up to 12 months or such longer period of time as may be agreed by the applicable Issuer.

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	Drawings under any Letter of Credit shall be reimbursed by the Borrowers not later than the date that is the next succeeding business day if notice of such drawing is received by the Parent from the relevant Issuer prior to 11:00 a.m., or not later than 10:00 a.m. on the second business day following the date of such notice if such notice is received after 11:00 a.m. To the extent that the Borrowers do not reimburse the applicable Issuer within the time period specified above, the LC Lenders in the applicable LC Exit Facility shall be irrevocably obligated to reimburse such Issuer pro rata based upon their respective commitments. If an LC Lender becomes a defaulting LC Lender, then the Letter of Credit exposure of such defaulting LC Lender under an LC Exit Facility will automatically be reallocated among the non-defaulting LC Lenders in such LC Exit Facility pro rata in accordance with their commitments, up to an amount such that the Letter of Credit exposure of such non-defaulting LC Lender does not exceed its commitments under such LC Exit Facility. In the event that such reallocation does not fully cover the Letter of Credit exposure of each such defaulting LC Lender under such LC Exit Facility, the LC Administrative Agent or any Issuer may require the Borrowers to cash collateralize such “uncovered” exposure in respect of each outstanding Letter of Credit, and no Issuer will have any obligation to issue new Letters of Credit, or to extend, renew or amend existing Letters of Credit to the extent the Letter of Credit exposure, as applicable, would exceed the commitments of the non-defaulting LC Lenders under such LC Exit Facility, unless such “uncovered” exposure is cash collateralized to the Issuer’s reasonable satisfaction.
Cash Secured Letters of Credit:	Amounts on deposit in a cash collateral account (the “Cash Collateral Account”) for the benefit of the Cash Secured LC Issuers (as defined below) will secure (i) the Borrowers’ obligations in respect of issued Letters of Credit issued under the Cash Secured LC Exit Facility (the “Cash Secured Letters of Credit”) on a first-priority basis and (ii) the other obligations of the Borrowers and the Guarantors under the Exit Facilities on a second-priority basis for the benefit of the other secured parties under the Exit Facility Documentation. The Borrowers shall cause the balance of the Cash Collateral Account at all times to equal at least 105% of the face amounts of all undrawn issued Cash Secured Letters of Credit plus all unpaid reimbursement obligations with respect thereto (the “Funded LC Exposure Amount”).
	Cash Secured Letters of Credit will be issued by one or more issuing banks reasonably acceptable to the Company and the LC Administrative Agent which have agreed in writing to be an issuing bank therefor (each in such capacity, the “Cash Secured LC Issuers”); provided that no Cash Secured LC Issuer shall be required to issue trade or commercial letters of credit or bank guarantees without its consent and each such cash secured letter of credit must comply with the relevant Cash Secured LC Issuers’ internal policies with respect thereto. Unless otherwise agreed by the applicable Cash Secured LC Issuer, each Cash Secured Letter of Credit shall expire not later than the earlier of (a) 12 months after its date of issuance or such longer period of time

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	as may be agreed by the applicable Cash Secured LC Issuer and (b) the fifth business day prior to the Cash Secured Facility LC Maturity Date (as defined below); provided that any Cash Secured Letter of Credit may provide for renewal thereof for additional periods of up to 12 months or such longer period as may be agreed by the applicable Cash Secured LC Issuer (which in no event shall extend beyond the date referred to in clause (b) above, except pursuant to arrangements reasonably acceptable to the relevant Cash Secured LC Issuer).
	Drawings under any issued Cash Secured Letters of Credit shall be reimbursed by the Borrowers on the next succeeding business day if notice of such drawing is received prior to 11:00 a.m. or not later than 10:00 a.m. on the second business day following the date of such notice if such notice is received after 11:00 a.m. To the extent that the Borrowers do not reimburse the applicable Cash Secured LC Issuer by such time, funds shall be drawn from the Cash Collateral Account to so reimburse the applicable Cash Secured LC Issuer.
	No Cash Secured LC Issuer shall have any obligation to issue any Cash Secured Letter of Credit if the Funded LC Exposure Amount in respect of Letters of Credit issued by it exceeds (or upon issuance of such Letter of Credit would exceed) the aggregate commitments of such Cash Secured LC Issuer in respect of Cash Secured Letters of Credit.
	“Cash Secured Facility LC Maturity Date” means the 4th anniversary of the Closing Date.
Incremental Facility:	After the Closing Date, so long as no default or event of default shall exist or occur as a result thereof, the Borrowers will be permitted on one or more occasions to incur additional letter of credit commitments on a pari passu basis with the Senior LC Exit Facility under the Exit Facility Documentation in an aggregate amount not to exceed (a) $100 million (each such increase, an “Initial Incremental LC Facility”) plus (b) after the Super Senior Exit Facility has been cash collateralized or otherwise satisfied in full according to its terms and all commitments thereunder terminated (such satisfaction and termination in respect of the Super Senior Exit Facility, a “Termination” of such facility) (it being understood that any letter of credit that is already fully cash collateralized shall not be required to be further collateralized, satisfied or refinanced and terminated as part of such Termination), in an aggregate incremental amount not to exceed $250 million less the amount of the Initial Incremental LC Facility (each such increase, a “Second Incremental LC Facility” and together with the Initial Incremental LC Facility, each an “Incremental LC Facility”). Subject to availability of commitments therefor and following a Termination of the Super Senior Exit Facility, the Exit Facility Documentation will allow for an increase in the Senior LC Exit Facility commitments in an amount up to the aggregate initial commitments under the Super Senior Exit Facility.

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	The terms of the Incremental LC Facilities will be subject to “most favored nation” protections in favor of the LC Lenders and Administrative Agents under the Senior LC Exit Facility.
	Each Incremental LC Facility may be used solely to provide performance letters of credit for the benefit of the Company and its subsidiaries. No existing LC Lender or Issuer will be obligated to provide any portion of any Incremental LC Facility.
Refinancing Facility:	The Exit Facility Documentation will contain customary provisions for refinancing facilities, other than with respect to the Super Senior Exit Facility, which must be Terminated in accordance with the Exit Facility Documentation.
Closing Date:	The date on which the Exit Facility Documentation becomes effective (the “Closing Date”).
Interest Rate:	The Term Loans shall accrue interest at a rate per annum equal to LIBOR (subject to a 0% floor) + 4.00%. The payment of interest on the Term Loans will be paid with a minimum cash payment of LIBOR (subject to a 0% floor) + 1.00%, with the remaining 3.00% to be paid in kind and capitalized at the end of each applicable interest period by adding to the principal of the Term Loan; provided that, the payment of interest will toggle to full cash payment if the fixed charge coverage ratio exceeds 1.25x as of the date of the most recently delivered financials.
Fees:	Commitment Fee: Each LC Lender under the Senior LC Exit Facility shall receive an upfront commitment fee of 1.50% payable on the commitment of such LC Lender which shall be earned when such LC Lender commits to the Senior LC Exit Facility and shall be paid on the date of emergence.
	Letter of Credit Fees: Each Letter of Credit issued under the Super Senior Exit Facility shall accrue a fee for the account of the applicable LC Lenders at a rate per annum equal to 4.75% of such LC Lender’s pro rata portion of the face amount of such Letter of Credit.
	Each Letter of Credit issued under the Senior LC Exit Facility shall accrue a fee for the account of the applicable LC Lenders at a rate per annum equal to (a) 3.00% of such LC Lender’s pro rata portion of the face amount of such Letter of Credit until April 30, 2023 and (b) 3.50% of such LC Lender’s pro rata portion of the face amount of such Letter of Credit thereafter.
	Each Letter of Credit issued under the Roll-Off LC Exit Facility shall accrue a fee for the account of the applicable LC Lenders equal to the fee previously payable in respect of such Letter of Credit under the Credit Agreement, Lloyds LC Facility or the 2021 LC Agreement (each as defined in the Restructuring Support Agreement), as applicable.

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	Fronting Fees: Each Letter of Credit issued under the LC Exit Facilities and the Cash Secured LC Exit Facility shall accrue a fronting fee for the account of the Issuer thereof in an amount equal to 0.25% per annum of the daily maximum amount available to be drawn under such Letter of Credit.
	Unused Commitment Fees: An unused commitment fee shall be payable to each LC Lender under the Super Senior Exit Facility and Senior LC Exit Facility in an amount equal to 0.50% per annum of the amount of its unused commitments thereunder.
	Other Fees: Other customary letter of credit fees.
Default Interest:	With respect to overdue principal or any unreimbursed draw under a Letter of Credit the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount (including overdue interest and overdue fees), the applicable interest for a base rate loan plus 2.00% per annum.
Funding Protection and Taxes:	Usual and customary for financings of this type, with provisions protecting the LC Lenders, the Lenders and the Administrative Agents from withholding tax liabilities (with customary limitations and exclusions); provided that protection for increased costs imposed as a result of rules enacted or promulgated under the Dodd-Frank Act or Basel III shall be included in the Exit Facility Documentation; provided, further, that with respect to provisions relating to cost and yield protection, no LC Lenders or Lender shall be entitled to demand compensation for any increased cost or reduction with respect thereto if it is not the general policy or practice of such LC Lenders or Lender to demand it in similar circumstances under comparable provisions of other credit agreements (as reasonably determined by such LC Lender or Lender). The Exit Facility Documentation shall contain provisions regarding the timing for asserting a claim under these provisions and permitting the Company to replace a LC Lender or Lender who asserts such claim.
Voluntary Prepayments, Cash Collateralization and Reductions in Commitments:	Voluntary reductions of the unutilized portion of the commitments under the LC Exit Facilities and cash collateralization of Letters of Credit under the LC Exit Facilities will be permitted at any time (subject to customary notice requirements, which notice may be contingent upon the consummation of certain transactions), in minimum amounts to be agreed upon, without premium or penalty.
	Voluntary prepayments of the Term Loan Exit Facility and Make Whole Exit Facility will be permitted at any time (subject to customary notice requirements, which notice may be contingent upon the consummation of certain transactions), in minimum amounts to be agreed upon, without premium or penalty, subject to the limitations set forth in the negative covenants herein.

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Cash Collateralization:	If at any time the sum of the face amount of the Letters of Credit and any unreimbursed drawings with respect to the Letters of Credit exceeds the aggregate commitments with respect to any LC Exit Facility, cash collateralization of Letters of Credit issued under such LC Exit Facility shall be required in an amount equal to such excess within one business day.
	If at any time the sum of the face amount of the Cash Secured Letters of Credit and unused commitments with respect to the Cash Secured Letters of Credit exceeds the aggregate amount on deposit in the Cash Collateral Account supporting the Cash Secured Letters of Credit, the Company shall make the additional cash deposits into the Cash Collateral Account in an amount equal to such excess within one business day.
	All letters of credit that were cash secured under the DIP Credit Facility shall be Cash Secured Letters of Credit.
	The Borrower shall be permitted to cash collateralize (or otherwise backstop in a manner acceptable to each Issuer) 105% of the aggregate outstanding Letters of Credit and terminate the commitments of the Issuers and the LC Lenders at any time without premium or penalty.
Exit Facility Documentation:	The definitive documentation relating to the Exit Facilities (the “Exit Facility Documentation”) will be negotiated in good faith and will contain the terms and conditions set forth herein and, to the extent not provided for herein, will give due regard and take into account (a) the operational and strategic requirements of the Company and its subsidiaries in light of their capitalization, size, business, industry and the Company’s proposed business plan, (b) any changes in jurisdictions of organization for the Loan Parties, and (c) any operational changes and changes in size resulting from asset sales completed on or before the Closing Date (collectively, the “Exit Facility Documentation Principles”).
Collateral:	Subject to the limitations set forth below in this section, the obligations, the Guarantees and any Hedging/Cash Management Arrangements, with terms and limitations to be agreed, will be secured by first priority liens on and security interests in substantially all of the present and after-acquired assets of the Company and each other Credit Party (collectively, but excluding the Excluded Assets (as defined below), the “Collateral”) including, but not limited to, (a) a perfected pledge of all of the capital stock directly held by the Company and each other Credit Party in any of its restricted subsidiaries and (b) perfected security interests (subject to permitted liens to be agreed) in, and mortgages on, substantially all tangible and intangible assets of the Company and each other Credit Party (including, without limitation, vessels), accounts receivable, inventory, equipment, general intangibles, substantially all other personal property, material fee-owned real property, intercompany indebtedness and the proceeds of the foregoing).

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Notwithstanding anything to the contrary herein, but subject to the last two sentences of this paragraph, the Collateral shall not include: (i) any fee owned real property and real property leasehold interests in each case with a value of less than an amount to be agreed (with all required mortgages being permitted to be delivered post-closing); (ii) letter of credit rights (except to the extent a security interest therein can be perfected by the filing of a Uniform Commercial Code financing statement) and commercial tort claims, in each case, below a threshold to be agreed; (iii) pledges of and security interests in assets or property prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent)); (iv) any asset or property if and for so long as the grant of a security interest therein is effectively prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, sublicense, agreement, instrument or other document; (v) any asset or property in which any Credit Party now or hereafter has rights, to the extent in each case a security interest or lien may not be granted by such Credit Party in such property without the consent of one or more third parties, including any governmental authority; (vi) where the cost of obtaining a security interest in, or perfection of, such assets is excessive in relation to the practical benefit to the Issuers afforded thereby as determined by the Collateral Agent in its sole discretion; (vii) equity interests of unrestricted subsidiaries to the extent that, and for so long as, such equity interests are pledged to secure indebtedness of such unrestricted subsidiary, and equity interests of captive insurance companies; (viii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; and (ix) each of the following: (1) deposit accounts used exclusively for payroll, payroll taxes and other employee wage and benefit payments, (2) deposit accounts used exclusively for taxes, including, without limitation, sales tax accounts, (3) escrow, defeasance and redemption accounts, (4) fiduciary or trust accounts and (5) accounts that hold permitted cash collateral for letters of credit not issued under the Exit Facilities, bank acceptances, bank guarantees and other similar obligations and, in the case of clauses (1) through (5), the funds or other property held in or maintained in any such account. The foregoing are, collectively, the “Excluded Assets.” The foregoing exclusions shall not apply to any vessels required at any time to be mortgaged vessels. If any assets are Excluded Assets at any time solely as a result of clause (iv) and/or (v) above, the Company shall, at the reasonable request of the Collateral Agent, diligently pursue a waiver of such prohibition, breach, default or termination or any required consents, as applicable.

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	All the above-described pledges, security interests and mortgages shall be created and perfected on terms and pursuant to documentation that is usual and customary for financings of this type and consistent with the Exit Facility Documentation Principles.
	Notwithstanding anything herein to the contrary, (i) the Credit Parties will not be required to enter into control agreements with respect to cash, securities or deposit accounts or other control agreements or arrangements required with respect to any assets requiring perfection through control other than material accounts and other material assets, (ii) no action shall be required with respect to any vessel with a fair market value of less than $10,000,000, (iii) no actions shall be required under the law of any non-U.S. jurisdiction in order to create or perfect any security interest other than (x) in respect of mortgaged vessels and (y) actions reasonably requested by the Collateral Agent in any other jurisdiction taking into account (1) the materiality of the relevant Collateral, (2) the cost thereof, and (3) the benefits to the LC Lenders and Lenders afforded thereby, and (iv) no lien by any person organized outside of the United States shall be made that would result in any breach of any law or regulation (or analogous restriction) of the jurisdiction of organization of such person or result in a substantial risk to the officers or directors of such person of a civil or criminal liability. The LC Lenders and Lenders are expressly advised that in certain jurisdictions it may be (A) impossible or impractical (including for legal and regulatory reasons) to create security over certain categories of assets or (B) it may take longer than agreed upon to grant or create such security over certain categories of assets, in which event the Collateral Agent will be empowered to grant the necessary extension of time for obtaining such security. If any actions are not taken in respect of Collateral solely as a result of clause (iv) of the preceding sentence, the Company shall, at the reasonable request of the Collateral Agent, diligently pursue any relevant governmental or third party consents or other authority to permit such subsidiary to create or perfect a security interest in such Collateral or to mitigate such risk of liability.
Representations and Warranties:	Limited to the following (subject to materiality thresholds and exceptions to be agreed and to be applicable to the Company and its restricted subsidiaries): good standing and organizational status; power and authority; execution; delivery and enforceability; no violation of, or conflict with law, charter documents or material agreements; ownership of subsidiaries; litigation; no burdensome restrictions; no defaults under material contracts; margin regulations; governmental and regulatory approvals; compliance with laws (including the Investment Company Act); PATRIOT Act and anti-terrorism laws; OFAC, FCPA, anti-corruption, anti-money laundering, sanctions and similar laws; Federal Power Act; security instruments; Regulation H; use of proceeds; insurance; full disclosure and accuracy of disclosure in all material respects; financial statements; no material adverse effect; taxes; ERISA/pension plan compliance; labor matters; intellectual property; creation, perfection and priority of security interests;

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	environmental laws; title and real property; mortgaged vessels; solvency of the Company and its consolidated subsidiaries, taken as a whole, on the Closing Date; EEA financial institutions; and others as may be determined in accordance with the Exit Facility Documentation Principles.
	The representations and warranties will be required to be made on the Closing Date and reaffirmed in connection with each extension of credit on and after the Closing Date.
Affirmative Covenants:	Limited to the following (applicable to the Company and its restricted subsidiaries), subject to exceptions and qualifications to be agreed: delivery of annual and quarterly financial statements (in each case, together with customary management discussion and analysis) (a) within such number of days to be identified in the Exit Facility Agreement of fiscal year end for each fiscal year and (b) within such number of days to be identified in the Exit Facility Agreement of fiscal quarter end for the first three fiscal quarters of each fiscal year (accompanied by customary management discussion and analysis and, in the case of annual financial statements, by an audit opinion from nationally recognized auditors that is not subject to qualification or exception as to “going concern” or the scope of such audit); compliance certificates; collateral reporting requirements; annual budget; lender calls; delivery of notices of defaults and certain material events; reporting obligations regarding litigation, labor relations, tax returns, insurance, ERISA matters, environmental matters, PATRIOT Act information and other information; commercially reasonable efforts to maintain ratings (but not to maintain a specific rating); inspections (including books and records) upon reasonable prior notice; maintenance of organizational existence and rights and franchises; maintenance of property (subject to casualty, condemnation and normal wear and tear) and customary insurance; maintenance of books and records; payment of taxes; corporate franchises; compliance with laws and regulations (including, without limitation environmental laws, labor relations; ERISA and the PATRIOT Act and anti-terrorism laws); OFAC, FCPA and similar laws; conduct of business; use of proceeds; designation of unrestricted subsidiaries; further assurances on guarantee and collateral matters (including, without limitation, with respect to security interests in after-acquired property); environmental; real property; undertakings with respect to North Ocean 105; and others as may be determined in accordance with the Exit Facility Documentation Principles.
Negative Covenants:	Limited to the following (to be applicable to the Company and its restricted subsidiaries), subject to exceptions and qualifications to be agreed:
	indebtedness (with exceptions for (i) the Exit Facilities, (ii) any permitted facilities for additional LC capacity, (iii) a revolving loan facility (the “Revolver Facility”) subject to terms to be mutually agreed and set forth in the Exit Facility Documentation that may be secured pari passu with the Exit Facilities (other than the Cash Secured LC Exit Facility) in a principal amount up to $450 million provided that on the

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date such revolving facility is entered into (x) the Super Senior Exit Facility has been Terminated, (y) the Company and each Borrower shall have as of the last day of the most recently-ended fiscal quarter prior to such date (the “Test Date”) on a pro-forma basis a minimum fixed charge coverage ratio of at least a level to be mutually agreed and set forth in the Exit Facility Documentation, and (z) the Company shall have as of the Test Date on a pro-forma basis a maximum “contingent leverage” ratio at a level to be agreed), and (iv) certain bilateral lines of credit and surety bonds);

liens (with exceptions for liens with respect to the (i) the Exit Facilities, (ii) any permitted facilities for additional LC capacity, and (iii) the Revolver Facility);

no further negative pledges;

restricted payments (including restricted junior debt payments) (“Restricted Payments”) (provided that Restricted Payments will be permitted on and after the first anniversary of the Closing Date if (i) no default or event of default is continuing or would result therefrom; (ii) after giving effect thereto, the aggregate amount of all Restricted Payments does not exceed (x) 50% of the Company’s cumulative consolidated net income (to be defined in the Exit Facility Documentation) since the Closing Date plus (y) an unlimited amount if, in the case of this clause (y), at the time of making, and after giving effect to, such Restricted Payment, the Company shall have liquidity (to be defined in the Exit Facility Documentation to include any availability under the Revolving Facility, “Liquidity”) greater than $850 million and (iii) a Termination of the Super Senior Exit Facility has occurred). The first $50 million of Restricted Payments (or such lesser amount as may be required to satisfy the Make Whole Exit Facility in full) shall be applied to permanently repay amounts outstanding under the Make Whole Exit Facility. Thereafter, until funded debt is reduced to no more than $250 million, 50% of such Restricted Payments shall be used to permanently repay funded debt. If funded debt is reduced to no more than $250 million, then 25% of each Restricted Payment shall be applied as cash collateral for the Senior Exit LC Facility (and each such application shall be deemed to be a “Restricted Payment” for purposes of calculating additional Restricted Payment capacity);

fundamental changes; disposition of assets; acquisitions and other investments; disposal of restricted subsidiary interests; sales and lease-backs; transactions with affiliates; conduct and nature of business; amendments or waivers of organizational documents; capital expenditures; use of proceeds; accounting changes and changes to fiscal year; margin regulations; speculative transactions; cancellation of indebtedness; post-termination benefits; payments of junior priority indebtedness; restrictions on subsidiary distributions; limitations on activities in Panama; Vessel Flags; and others as may be determined in accordance with the Exit Facility Documentation Principles.

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Financial Covenants:	The Exit Facility Documentation will contain the following financial maintenance covenants (collectively, the “Financial Covenants”):
	(i) If as of the last day of any fiscal quarter, commencing with the fifth full fiscal quarter after the Closing Date, Liquidity is less than $450 million then, as of such date and as of the two immediately succeeding fiscal quarter end dates, the Company shall be subject to a minimum fixed charge coverage ratio test of at least the ratio to be identified in the Exit Facility Agreement; and
	(ii) Beginning with the first fiscal quarter ending after the Closing Date, the Company and each Borrower shall maintain minimum Liquidity as of the last day of each fiscal quarter of not less than $300 million.
Events of Default:	Limited to the following (applicable to the Company and its restricted subsidiaries): nonpayment of principal, interest or fees (with a grace period of 3 business days for interest, fees and other amounts); any representation or warranty proves to be incorrect in a material respect; failure to perform negative covenants or any Financial Covenant (and affirmative covenants to provide notice of default or maintain the Company’s or any Borrower’s existence) and cross default to indebtedness, in each case, above a threshold to be agreed (including hedging agreements); failure to comply with any other covenants if such failure remains unremedied for a period to be determined; bankruptcy, creditors’ process (or similar proceedings) and insolvency of the Company and its significant restricted subsidiaries; judgments, injunctions or orders above a threshold to be agreed; ERISA/pension plan events; invalidity of guarantees or security documents; loss of perfection with respect to Collateral; and Change of Control (to be defined in a manner to be mutually agreed and set forth in the Exit Facility Documentation), in each case, subject to materiality, threshold, notice and grace period provisions to be agreed and others as may be determined in accordance with the Exit Facility Documentation Principles.
Conditions to Extensions of Credit on Closing Date:	The several obligations of each LC Lender and each Lender to make extensions of credit under the Exit Facilities on the Closing Date will be subject to usual and customary conditions precedent and others consistent with the Restructuring Support Agreement and the Plan (as defined in the Restructuring Support Agreement).
Conditions Precedent to each extension of credit (other than on the Closing Date):	The issuance of Letters of Credit after the Closing Date shall be conditioned upon (a) the accuracy of representations and warranties in all material respects, (b) the absence of defaults or events of default at the time of, and immediately after giving effect to the making of, such extension of credit, (c) receipt of a customary request for issuance of a letter of credit and (d) exposure in respect of alternative currencies not exceeding an alternative currency cap to be agreed. The Roll-Off LC Exit Facility will not be available for issuances of Letters of Credit after the Closing Date.

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Assignments:	From and after the Closing Date, LC Lenders and Lenders may assign all, or a part of, their commitments under the Exit Facilities, in an amount of not less than $5.0 million to their affiliates, affiliated funds or one or more banks, financial institutions or other entities that are “Eligible Assignees” (to be defined in a mutually acceptable manner) which are acceptable to (x) in the case of the LC Exit Facilities, each applicable Issuer (not to be unreasonably withheld or delayed), (y) the applicable Administrative Agent (not to be unreasonably withheld or delayed), and (z) unless any payment or bankruptcy event of default is continuing or such assignment is to a LC Lender or Lender under such Exit Facility or an affiliate or affiliated fund thereof, the Company (not to be unreasonably withheld or delayed); provided that such bank, financial institution or other entity will be deemed acceptable to the Company if the Company does not otherwise reject such bank, financial institution or other entity within 5 business days provided, further, that the consent of the Company to such assignment shall be deemed to be given if the Company has not responded within 5 business days of a request for such consent.
	Upon such assignment, such Eligible Assignee will become an LC Lenders or Lender in respect of the applicable Exit Facility for all purposes under the Exit Facility Documentation; provided that assignments made to affiliates and other LC Lenders or Lenders will not be subject to any minimum assignment amount requirements. A $3,500 processing fee will be required in connection with any such assignment.
	The Lenders will be permitted to sell participations in Term Loans subject to customary limitations on voting rights.
Amendments and Voting:	No amendment, modification, termination or waiver of any provision of the Exit Facility Documentation will be effective without the written approval of LC Lenders, Lenders and Make Whole Holders holding more than 50.0% of the aggregate amount of the funded and unfunded commitments under the Exit Facilities (collectively, the “Required Lenders”), except that (i) the consent of each LC Lender, Lender or Make Whole Holder directly and adversely affected thereby shall be required with respect to: (A) increases in the commitment of such LC Lender, Lender or Make Whole Holder (it being understood that a waiver of any condition precedent or the waiver of any default or event of default will not constitute an extension or increase of any commitment), (B) reductions of principal, interest or fees (other than a waiver of default interest) (it being understood that a waiver of any condition precedent or the waiver of any default or event of default will not constitute a reduction in principal), (C) extensions of scheduled amortization payments or final maturity or interest and fee payment dates (it being understood that a waiver of any condition precedent or

16

the waiver of any default or event of default will not constitute an extension of any scheduled amortization payment or the final maturity date or the date for payment of any interest or fees) and (D) voting requirements and (E) modification to pro rata sharing and payment waterfall provisions, (ii) the consent of 100% of the LC Lenders, Lenders and Make Whole Holders will be required with respect to releases of all or substantially all of the value of the guarantees or all or substantially all of the value of the Collateral (other than in connection with any sale of the Collateral or of the relevant Guarantor permitted by the Exit Facility Documentation), and (iii) customary protections for the Administrative Agents, Collateral Agent and Issuers will be provided. Other voting matters to be determined.

The Exit Facility Documentation shall provide that in no event shall the aggregate amount of the Super Senior Exit Facility and any other indebtedness (other than the Make Whole Exit Facility) that is pari passu with, or senior to, the Super Senior Exit Facility increase to an amount more than the aggregate initial amount of Super Senior Exit Facility commitments without the consent of LC Lenders holding (a) 100% of the commitments under the Super Senior Exit Facility and (b) 2/3 of the aggregate amount of (i) commitments under the Senior LC Exit Facility and (ii) participations in Prepetition Secured Letters of Credit included in the Roll-Off LC Exit Facility.

The Exit Facility Documentation shall provide that in no event shall the aggregate amount of the Senior LC Exit Facility and any other indebtedness that is junior to the Super Senior Exit Facility and senior to the Roll-Off LC Exit Facility increase to an amount more than the aggregate amount of the Senior LC Exit Facility commitments expressly contemplated herein (including any Incremental Facility and any additional capacity expressly permitted following the Termination of the Super Senior Exit Facility) and on the conditions set forth herein without the consent of (a) before the Termination of the Super Senior Exit Facility, LC Lenders holding (i) 2/3 of the aggregate commitments under the Super Senior Exit Facility and (ii) 2/3 of (A) the aggregate commitments under the Senior LC Exit Facility and (B) participations in Prepetition Secured Letters of Credit and (b) after a Termination of the Super Senior Exit Facility, LC Lenders holding a majority of (i) commitments under the Senior LC Exit Facility and (ii) participations in Prepetition Secured Letters of Credit included in the Roll-Off LC Exit Facility.

The Exit Facility Documentation shall contain customary provisions for replacing non-consenting LC Lenders, Lenders and Make Whole Holders in connection with amendments and waivers requiring the consent of all LC Lenders, Lenders and Make Whole Holders or of all LC Lenders, and Lenders and Make Whole Holders directly and adversely affected thereby so long as the Required Lenders shall have consented thereto.

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	The Exit Facility Documentation shall permit the Administrative Agents and the Collateral Agent, as applicable, together with the relevant Credit Party or Credit Parties and without the need for consent of any LC Lender, Lender, Make Whole Holder or Issuer, to amend the form, scope and content of any particular guarantee or collateral document to conform and/or comply with local law requirements and/or custom.
Indemnity and Expenses:	The Exit Facility Documentation shall provide for the reimbursement of expenses of the Administrative Agents, the Collateral Agent, the Lead Arrangers, the LC Lenders, the Lenders and the Issuers on terms consistent with the Exit Facility Documentation Principles.
	The Exit Facility Documentation shall provide for the Borrowers to indemnify the Lead Arrangers, the Administrative Agents, the Collateral Agent, the LC Lenders, the Lenders and the Issuers (together with their respective affiliates (and controlling persons) and the respective officers, directors, employees, agents, members (and successors and assigns) of each of the foregoing) and hold them harmless from and against costs, expenses and liabilities on terms consistent with the Exit Facility Documentation Principles.
Governing Law and Jurisdiction:	The Exit Facility Documentation will provide that the Credit Parties will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York located in the Borough of Manhattan in New York City (except to the extent an Administrative Agent, the Collateral Agent, any LC Lender, any Lender or any Issuer requires submission to any other jurisdiction in connection with the exercise of any rights under any security document or the enforcement of any judgment) and will waive any right to trial by jury. New York law will govern the Exit Facility Documentation, except with respect to certain security documents where applicable local law will apply.

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EXHIBIT B

Company Parties

McDermott International, Inc.

CBI Constructors Pty. Ltd.

J. Ray McDermott (Aust.) Holding Pty. Limited

McDermott Australia Pty. Ltd.

McDermott Servicos Offshore do Brasil Ltda.

Horton CBI, Limited

Lutech Resources Canada Ltd.

CB&I Canada Ltd.

J. Ray McDermott International Vessels, Ltd.

CB&I Middle East Holding, Inc.

Environmental Solutions (Cayman) Ltd.

Environmental Solutions Holding Ltd.

Environmental Solutions Ltd.

Highland Trading Company, Ltd.

McDermott Cayman Ltd.

Oasis Supply Company, Ltd.

Offshore Pipelines International, Ltd.

Shaw E & I International Ltd.

Shaw Overseas (Middle East) Ltd.

Chicago Bridge & Iron (Antilles) N.V.

McDermott International Marine Investments N.V.

McDermott Overseas Investment Co. N.V.

Varsy International N.V.

CB&I Finance Company Limited

CBI Eastern Anstalt

McDermott Asia Pacific Sdn. Bhd.

McDermott Eastern Hemisphere, Ltd.

CB&I Matamoros, S. de R. L. de C.V.

Chicago Bridge de Mexico, S.A. de C.V.

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.

J. Ray McDermott (Norway), AS

North Ocean 105 AS

CBI Panama, S.A.

Eastern Marine Services, Inc.

Hydro Marine Services, Inc.

J. Ray McDermott Far East, Inc.

J. Ray McDermott International, Inc.

J. Ray McDermott Underwater Services, Inc.

J. Ray McDermott, S.A.

McDermott (Amazon Chartering), Inc.

McDermott Caspian Contractors, Inc.

McDermott Gulf Operating Company, Inc.

McDermott International Investments Co., Inc.

McDermott International Management, S. de RL.

McDermott International Trading Co., Inc.

McDermott International Vessels, Inc.

McDermott Middle East, Inc.

McDermott Offshore Services Company, Inc.

McDermott Old JV Office, Inc.

McDermott Overseas, Inc.

McDermott Subsea, Inc.

North Atlantic Vessel, Inc.

Arabian CBI Co. Ltd.

Arabian CBI Tank Manufacturing Company Ltd.

Lummus Arabia Ltd Co.

McDermott Arabia Company Limited

CB&I Global Operations International, Pte. Ltd.

CB&I Global Operations US Pte. Ltd.

CB&I Singapore Pte. Ltd.

Chartering Company (Singapore) Pte. Ltd.

J. Ray McDermott (Qingdao) Pte. Ltd.

McDermott Asia Pacific Pte. Ltd.

CB&I Cojafex B.V.

CB&I Europe B.V.

CB&I Holdings B.V.

CB&I Nederland B.V.

CB&I Oil & Gas Europe 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.

Lummus Technology Heat Transfer B.V.

Lutech Project Solutions B.V.

Lutech Projects B.V.

Lutech Resources B.V.

McDermott Technology (2), B.V.

McDermott Technology (3), B.V.

McDermott Technology, B.V.

Netherlands Operating Company B.V.

Novolen Technology Holdings C.V.

McDermott Trinidad Ltd.

Aiton & Co Limited

CB&I Constructors Limited

CB&I Group UK Holdings

CB&I Holdings (UK) Limited

CB&I (US) Holdings, Ltd.

CB&I London

CB&I Paddington Limited

CB&I Power Limited

CB&I UK LIMITED

CBI UK Cayman Acquisition Limited

Lummus Consultants International Limited

Lutech Resources Limited

McDermott Holdings (U.K.) Limited

McDermott Marine Construction Limited

Oxford Metal Supply Limited

Pipework Engineering and Developments Limited

Shaw Dunn Limited

Shaw Group UK Limited

Whessoe Piping Systems Limited

CB&I El Dorado, Inc.

850 Pine Street LLC

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 Project Services Group, LLC

CB&I Storage Tank Solutions LLC

CB&I STS Delaware LLC

CB&I STS Holdings LLC

CB&I Tyler LLC

CBI Americas Ltd.

CBI Company Ltd.

CBI HoldCo Two Inc.

CBI Overseas (Far East) Inc.

CBI Overseas, LLC

CBI Services, LLC

CBI US Holding Company Inc.

Central Trading Company, Ltd.

Chicago Bridge & Iron Company

Chicago Bridge & Iron Company (Delaware)

Constructors International, L.L.C.

CSA Trading Company Ltd.

EDS Equipment Company, LLC

HBI Holdings, LLC

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 Holdings, Inc.

J. Ray McDermott Holdings, LLC

J. Ray McDermott Solutions, Inc.

J. Ray McDermott Technology, Inc.

Lummus Gasification Technology Licensing LLC

Lummus Technology International LLC

Lummus Technology LLC

Lummus Technology Overseas LLC

Lummus Technology Services LLC

Lummus Technology Ventures LLC

Lutech Resources Inc.

Matrix Management Services, L.L.C.

McDermott Blackbird Holdings, LLC

McDermott Finance L.L.C.

McDermott Investments, LLC

McDermott Subsea Engineering, Inc.

McDermott Technology (Americas), Inc.

McDermott Technology (US), Inc.

McDermott Technology, LLC

McDermott, Inc.

Nuclear Energy Holdings, L.L.C.

Oceanic Contractors, Inc.

OPI Vessels, Inc.

Prospect Industries (Holdings) Inc.

S C Woods, L.L.C.

Shaw Connex, Inc.

Shaw International Inc.

Shaw Transmission & Distribution Services International, Inc.

SparTEC, Inc.

TVL Lender II, Inc.

Chicago Bridge & Iron Company

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 One, 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.

Lummus Consultants International LLC

Pike Properties II, Inc.

Shaw Beneco, Inc.

Shaw Energy Services, Inc.

Shaw Fabricators, Inc.

Shaw Far East Services, LLC

Shaw Home Louisiana, LLC

Shaw International Management Services Two, Inc.

Shaw JV Holdings, L.L.C.

Shaw Managed Services, LLC

Shaw Management Services One, Inc.

Shaw Nuclear Energy Holdings (UK), Inc.

Shaw Power Delivery Systems, Inc.

Shaw Power Services Group, L.L.C.

Shaw Power Services, LLC

Shaw Power Technologies, Inc.

Shaw Process Fabricators, Inc.

Shaw Services, L.L.C.

Shaw SSS Fabricators, Inc.

Shaw Transmission & Distribution Services, Inc.

CB&I North Carolina, Inc.

Shaw NC Company, Inc.

CB&I Laurens, Inc.

A & B Builders, Ltd.

Catalytic Distillation Technologies

CB&I LLC

Chemical Research & Licensing, LLC

Howe-Baker Engineers, Ltd.

Matrix Engineering, Ltd.

McDermott Engineering, LLC

Exhibit C

Provision for Joinder Agreement

The undersigned [(“Transferee”)][Additional Consenting Stakeholder] hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of __________ (the “Agreement”),³ by and among McDermott International, Inc. and its affiliates and subsidiaries bound thereto and the Consenting Stakeholders[, including the transferor to the Transferee of any Company Claims/Interests (each such transferor, a “Transferor”)], and agrees to be bound by the terms and conditions thereof [to the extent the Transferor was thereby bound,] (including for the avoidance of doubt the commitments made in Section 5.03) and shall be deemed a “Consenting Stakeholder” and a [“Consenting 2021 LC Lender”] [“Consenting 2023 LC Lender”] [“Consenting Revolving Lender”] [“Consenting Cash Secured LC Issuer”] [“Consenting LLoyds LC Issuer”] [“Consenting Term Lender”] [“Consenting Superpriority LC Lender”] [“Consenting Superpriority Term Lender”] [“Consenting Noteholder”] under the terms of the Agreement.

[The Transferee][undersigned Additional Consenting Stakeholder] specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date [of the Transfer][hereof.], [including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.]

Date Executed:

Name:

Title:

Address:

E-mail address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of:
2021 Letters of Credit
2023 Letters of Credit
Revolving Credit:
A. Revolving LCs	A.
B. Revolving Loans	B.
Term Loans
Cash Secured LCs
Superpriority LCs
Superpriority Term Loans
Senior Notes

³  Capitalized terms used but not otherwise defined herein shall having the meanings ascribed to such terms in the Agreement.

Exhibit C

Corporate Organization Chart

McDermott International, Inc. Entity Organizational Structure

Exhibit D

Liquidation Analysis

LIQUIDATION ANALYSIS¹

Introduction

Under the “best interests of creditors” test set forth in section 1129(a)(7) of the Bankruptcy Code, the Bankruptcy Court may not confirm a plan of reorganization unless the plan provides each holder of an allowed claim or interest that does not otherwise vote in favor of the plan with property of a value, as of the effective date of the plan, that is not less than the amount that such holder would receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code.

To demonstrate that the Plan satisfies the best interests of creditors test, the Debtors, with the assistance of their restructuring advisors, AP Services, LLC, have prepared the hypothetical liquidation analysis (the “Liquidation Analysis”), which is based upon certain assumptions discussed in the Disclosure Statement and accompanying notes to the Liquidation Analysis.

The Liquidation Analysis sets forth an estimated range of recovery values for each Class of Claims and Interests upon disposition of assets pursuant to a hypothetical chapter 7 liquidation. As illustrated by this Liquidation Analysis, holders of Claims or Interests in Impaired Classes and Holders of Claims in certain Unimpaired Classes that would receive a full recovery under the Plan would receive a lower recovery in a hypothetical liquidation than they would under the Plan. Further, no holder of a Claim or Interest would receive or retain property under the Plan of a value that is less than such holder would receive in a chapter 7 liquidation. Accordingly, and as set forth in greater detail below, the Debtors believe that the Plan satisfies the “best interests of creditors” test set forth in section 1129(a)(7) of the Bankruptcy Code.

Statement of Limitations

The preparation of a liquidation analysis is an uncertain process involving the use of estimates and assumptions that, although considered reasonable by the Debtors based upon their business judgment and input from their advisors, are inherently subject to significant business, economic, and competitive risks, uncertainties and contingencies, most of which are difficult to predict and many of which are beyond the control of the Debtors, their management, and their advisors. Inevitably, some assumptions in the Liquidation Analysis would not materialize in an actual chapter 7 liquidation, and unanticipated events and circumstances could materially affect the ultimate results in an actual chapter 7 liquidation. The Liquidation Analysis was prepared for the sole purpose of generating a reasonable good faith estimate of the proceeds that would be generated if the Debtors’ assets were liquidated in accordance with chapter 7 of the Bankruptcy Code. The Liquidation Analysis is not intended and should not be used for any other purpose. The underlying financial information in the Liquidation Analysis and values stated herein have not been subject

¹ Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Joint Prepackaged Chapter 11 Plan of Reorganization of McDermott International, Inc. and Its Debtor Affiliates (as altered, amended, modified, or supplemented from time to time, the “Plan”).

to any review, compilation, or audit by any independent accounting firm. In addition, various liquidation decisions upon which certain assumptions are based are subject to change. As a result, the actual amount of claims that would ultimately be Allowed against the Debtors’ estates could vary significantly from the estimates stated herein, depending on the nature and amount of claims asserted during the pendency of the chapter 7 case. Similarly, the value of the Debtors’ assets in a liquidation scenario is uncertain and could vary significantly from the values set forth in the Liquidation Analysis.

The Liquidation Analysis was prepared for the sole purpose of generating a reasonable and good faith estimate of the recoveries that would result if the Debtors’ assets were liquidated in accordance with chapter 7 of the Bankruptcy Code and is not intended and should not be used for any other purpose. The Liquidation Analysis does not include estimates for: (i) the tax consequences, either foreign or domestic, that may be triggered upon the liquidation and sale of assets, (ii) recoveries resulting from any potential preference, fraudulent transfer, or other litigation or avoidance actions, (iii) certain claims that may be entitled to priority under the Bankruptcy Code, including administrative priority claims under sections 503(b) and 507(b) of the Bankruptcy Code, or (iv) additional unsecured and contract breakage claims arising from a chapter 7 liquidation. More specific assumptions are detailed in the notes below. ACCORDINGLY, NEITHER THE DEBTORS NOR THEIR ADVISORS MAKE ANY REPRESENTATION OR WARRANTY THAT THE ACTUAL RESULTS OF A LIQUIDATION OF THE DEBTORS WOULD OR WOULD NOT, IN WHOLE OR IN PART, APPROXIMATE THE ESTIMATES AND ASSUMPTIONS REPRESENTED HEREIN. THE ACTUAL LIQUIDATION VALUE OF THE DEBTORS IS SPECULATIVE AND RESULTS COULD VARY MATERIALLY FROM ESTIMATES PROVIDED HEREIN.

In preparing the Liquidation Analysis, the Debtors estimated Allowed Claims based upon a review the Debtors’ financial statements to account for other known liabilities, as necessary. In addition, the Liquidation Analysis includes estimates for Claims not currently asserted in the chapter 11 cases, but which could be asserted and allowed in a chapter 7 liquidation, including chapter 7 administrative claims such as wind down costs and trustee fees (together, the “Wind-Down Expenses”). To date, the Bankruptcy Court has not estimated or otherwise fixed the total amount of Allowed Claims used for purposes of preparing this Liquidation Analysis. Therefore, the Debtors’ estimate of Allowed Claims set forth in the Liquidation Analysis should not be relied on for any other purpose, including determining the value of any distribution to be made on account of Allowed Claims and Interests under the Plan. NOTHING CONTAINED IN THE LIQUIDATION ANALYSIS IS INTENDED TO BE OR CONSTITUTES A CONCESSION OR ADMISSION OF THE DEBTORS. THE ACTUAL AMOUNT OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSIS.

Basis of Presentation

The Liquidation Analysis has been prepared assuming that the Debtors converted their current chapter 11 cases to cases under chapter 7 of the Bankruptcy Code on or about June 30, 2020 (the “Liquidation Date”). Except as otherwise noted herein, the Liquidation Analysis is based upon the unaudited financial statements of the Debtors as of September 30, 2019 and those values, in total, are assumed to be representative of the Debtors’ assets and liabilities as of the Liquidation Date. The Debtors’ management team believes that the September 30, 2019 book value of assets and certain liabilities are a proxy for such book values as of the Liquidation Date. It is assumed that on the Liquidation Date, the Bankruptcy Court would appoint a chapter 7 trustee (the “Trustee”) to oversee the liquidation of the Debtors’ estates, during which time all of the assets of the Debtors would be sold and the cash proceeds, net of liquidation-related costs, would then be distributed to creditors in accordance with applicable law: (i) first, for payment of liquidation, wind down expenses and trustee fees attributable to the Wind-Down Expenses; (ii) second, to pay the secured portions of all Allowed Secured Claims from the respective collateral; and (iii) third, to pay amounts on the Allowed Other Priority Claims. Any remaining net cash would be distributed to creditors holding Unsecured Claims, including deficiency Claims that arise to the extent of the unsecured portion of the Allowed Secured Claims. An inability by the Debtors or the Trustee to maintain the Debtors’ operations of the Technology and Tanks segments during the marketing period, a seizure of collateral by secured creditors, and/or significant employee attrition would likely yield significantly lower recoveries than those estimated in this Liquidation Analysis.

The Debtors’ business is geographically diverse, spanning over 100 projects across 54 countries. This Liquidation Analysis assumes that the Trustee is able to market and sell the Technology and Tanks segments as going concern enterprises whereas the operations of the Onshore and Offshore segments will cease and the related individual assets will be sold in a sale under a six-month liquidation process (the “Liquidation Timeline”) under the direction of the Trustee, utilizing the Debtors’ resources and third-party advisors, to allow for the orderly wind down of the Debtors’ estates. There can be no assurance that the liquidation would be completed in a limited time frame, nor is there any assurance that the recoveries assigned to the assets would in fact be realized. Further, local geographic issues may arise, such as the seizure of local assets that prevents the Debtors’ assets from generating proceeds for the estate. Under section 704 of the Bankruptcy Code, a trustee must, among other duties, collect and convert the property of the estate as expeditiously (generally in a distressed process) as is compatible with the best interests of parties-in-interest. The Liquidation Analysis is also based on the assumptions that: (i) the Debtors have continued access to cash collateral during the course of the Liquidation Timeline to fund Wind Down Expenses and (ii) operations, accounting, treasury, IT, and other management services needed to wind down the estates continue. The Liquidation Analysis was prepared on a by-entity basis for all Liquidating Entities and is displayed below on a consolidated basis for convenience. Asset recoveries accrue first to satisfy creditor claims at the legal entity level. To the extent any remaining value exists at the individual entity, it flows to each individual entity’s parent organization or appropriate shareholder.

DETAILED LIQUIDATION ANALYSIS

The liquidation analysis for the Liquidation Entities was analyzed on a by-entity basis. The following Liquidation Analysis for the Liquidating Entities should be reviewed in conjunction with the associated notes. In the table below, book values and proceeds by asset type are displayed for the Onshore and Offshore segments only.

Liquidation Analysis Summary
				Book		Recovery%						Proceeds
($millions)	Note:			Value		Low			High			Low			High
Cash & Cash Equivalents		[A	]	$	450		100	%		100	%	$	450		$	450
Accounts Receivable, net		[B	]		1,306		16	%		32	%		209			418
Contracts in Progress		[C	]		991		—			10	%		—			96
Other Current Assets		[D	]		139		13	%		25	%		17			35
Inventory		[E	]		20		25	%		50	%		5			10
PP&E		[F	]		2,234		29	%		38	%		656			839
Other Assets		[G	]		216		15	%		24	%		32			53
Gross Proceeds from Liquidation of Onshore and Offshore				$	5,357		25.6	%		35.5	%	$	1,369		$	1,900
Gross Proceeds from Going Concern Entities		[H	]										2,330			2,690
Total Proceeds from Liquidation												$	3,699		$	4,590
Trustee, Severance and Wind-Down Expenses		[I	]										918			945
Net Proceeds from Liquidation												$	2,781		$	3,646
DIP Claims
DIP Debt Claim		[J	]									$	2,638		$	2,638
DIP Debt Recovery $													2,638			2,638
DIP Debt Recovery %													100	%		100	%
Secured Claims		[K	]
Secured Funded Debt Claims												$	4,533		$	4,533
Secured Funded Debt Recovery $													143			1,008
Secured Funded Debt Recovery %													3	%		22	%
Bond Unsecured Claims		[L	]
Bond Claims												$	1,402		$	1,402
Bond Recovery $													—			—
Bond Recovery %													—			—
General Unsecured Claims		[M	]
Unsecured Balance Sheet Claim												$	3,909		$	3,909
Unsecured Balance Sheet Recovery $													—			—
Unsecured Balance Sheet Recovery %													—			—
Total Distributions												$	2,781		$	3,646

Notes to the Liquidation Analysis

[A] Cash and Cash Equivalents: The cash balance represents the estimated balance as of the Liquidation Date. A 100% recovery on cash and equivalents has been estimated for the low and high cases.

[B] Accounts Receivable: Recovery on accounts receivable recognizes that collections will be difficult or impossible after considering the offsetting claims that clients will bring following the immediate cessation of the Onshore and Offshore segments. Accounts receivable were evaluated by type, on a blended basis, a 16% to 32% recovery has been estimated for the Debtors’ receivables.

[C] Contracts in Progress: Similar to accounts receivable, contracts in progress are expected to be largely uncollectible in a liquidation. On the high side, consideration is given that after drawing on the L/C’s, some recovery may be available to the Debtors. Recovery on contracts in progress has been estimated at 0% - 10%.

[D] Other Current Assets: Other current assets consists of items such as prepaid expenses and accounting assets that are unlikely to have economic value. These assets were evaluated by type and on a blended basis, a 13% to 25% recovery has been estimated.

[E] Inventory: Inventory is expected to yield salvage values in a liquidation setting. A 25% to 50% recovery has been estimated on these assets.

[F] Property Plant & Equipment: Property, Plant and Equipment primarily consists of land, buildings, vessels, equipment, leasehold improvements and IT assets. Recoveries were estimated using appraisals when available and recovery rates by asset type. On a blended basis, a recovery of 29% to 38% of book value has been estimated.

[G] Other Assets: Other assets consists of items such as long-term prepaid expenses and accounting assets that are unlikely to have economic value. These assets were evaluated by type and on a blended basis, a 15% to 24% recovery has been estimated.

[H] Gross Proceeds from Going Concern Entities: The estimated proceeds from the Technology and Tanks segments are based on discounts to estimated proceeds based on market indications of value for the segments. These discounts account for the orderly, though forced, sale process that would be taking place. The estimated proceeds for the two entities are $2.3 billion to $2.7 billion.

[I] Trustee, Severance and Wind-Down Expenses: Trustee, Severance and Wind-Down Expenses represent the expenses associated with administering the chapter 7 liquidation. A combined 3% trustee and related legal expense has been applied to non-cash asset recovery values. Additionally, an estimated $270 million of certain priority liabilities (e.g., accrued salary and benefits) and approximately $490 million of severance, demobilization and other wind-down expenses have been included. A full recovery is estimated for Trustee, Severance and Wind-Down Expenses.

[J] DIP Claims: Represents the estimated claims for the DIP facility, including drawn letters of credit as of the Liquidation Date. A full recovery is estimated for DIP Claims.

[K] Secured Claims: Represents the estimated claims for the Term Loan, Revolver and letters of credit, assuming the letters of credit are drawn as part of the bankruptcy and liquidation. Based on the available proceeds to pay Secured Claims, a blended recovery of 3% to 22% has been estimated for the Secured Claims.

[L] Bond Unsecured Claims: The Bond Unsecured Claims represent bond claims, including unpaid interest. No recovery is expected on these claims.

[M] General Unsecured Claims: General Unsecured Claims represent an estimate of pre-petition unsecured claims. No recovery is expected on these claims. These claims do not include estimates for contract rejection damage claims, liquidated damage claims and other costs of exiting the business that may be unsecured claims. Similarly, these claims do not include estimates for bi-lat and surety bond claims that may arise as part of a liquidation.

Exhibit E

Financial Projections

Exhibit E

FINANCIAL PROJECTIONS

Financial Projections

In connection with the Disclosure Statement, the Debtors’ management team (“Management”) prepared financial projections (“Financial Projections”) for Reorganized McDermott for the six months ending December 31, 2020 and fiscal years 2021 through 2023 (the “Projection Period”). The Financial Projections were prepared by Management and are based on a number of assumptions made by Management with respect to the future performance of Reorganized McDermott’s operations. ALTHOUGH MANAGEMENT HAS PREPARED THE FINANCIAL PROJECTIONS IN GOOD FAITH AND BELIEVES THE ASSUMPTIONS TO BE REASONABLE, THE DEBTORS AND REORGANIZED MCDERMOTT CAN PROVIDE NO ASSURANCE THAT SUCH ASSUMPTIONS WILL BE REALIZED. AS DESCRIBED IN DETAIL IN THE DISCLOSURE STATEMENT, A VARIETY OF RISK FACTORS COULD AFFECT REORGANIZED MCDERMOTT’S FINANCIAL RESULTS AND MUST BE CONSIDERED. ACCORDINGLY, THE FINANCIAL PROJECTIONS SHOULD BE REVIEWED IN CONJUNCTION WITH A REVIEW OF THE RISK FACTORS SET FORTH IN THE DISCLOSURE STATEMENT AND THE ASSUMPTIONS DESCRIBED HEREIN, INCLUDING ALL RELEVANT QUALIFICATIONS AND FOOTNOTES.

The Debtors believe that the Plan meets the feasibility requirement set forth in section 1129(a)(11) of the Bankruptcy Code, as confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Debtors or any successor under the Plan. In connection with the planning and development of a plan of reorganization and for the purposes of determining whether such plan would satisfy this feasibility standard, the Debtors analyzed their ability to satisfy their financial obligations while maintaining sufficient liquidity and capital resources.

THESE FINANCIAL PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH PUBLISHED GUIDELINES OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS FOR PREPARATION AND PRESENTATION OF PROSPECTIVE FINANCIAL INFORMATION.

The Financial Projections contain certain forward-looking statements, all of which are based on various estimates and assumptions. Such forward-looking statements are subject to inherent uncertainties and to a wide variety of significant business, economic, and competitive risks, including those summarized herein. When used in the Financial Projections, the words “anticipate,” “believe,” “estimate,” “will,” “may,” “intend,” and “expect” and similar expressions generally identify forward-looking statements. Although the Debtors believe that their plans, intentions, and expectations reflected in the forward-looking statements are reasonable, they cannot be sure that they will be achieved. These statements are only predictions and are not guarantees of future performance or results. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. All forward-looking statements attributable to the Debtors or Persons or Entities acting on their behalf are expressly qualified in their entirety by the cautionary statements set forth herein. Forward-looking statements speak only as of the date on which they are made. Except as required by law, the Debtors expressly disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

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The Financial Projections should be read in conjunction with the assumptions, qualifications, and explanations set forth in the Disclosure Statement and the Plan in their entirety as well as the notes and assumptions set forth below.

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($ Millions)	For Years Ending December 31
	Q3 2020E			Q4 2020E			2021E			2022E			2023E
Income Statement
New Orders	$	3,509		$	4,217		$	11,969		$	12,786		$	12,999
Backlog - RPO		17,883			19,771			21,370			20,194			20,250
% of Revenue in Current Backlog		93	%		84	%		62	%		24	%		12	%
Revenue	$	2,247		$	2,329		$	10,369		$	13,962		$	12,943
% Growth		NA			NA			7	%		35	%		-7	%
Project Costs		(2,052	)		(2,079	)		(9,411	)		(12,585	)		(11,602	)
Other Direct Operating Expenses		(51	)		(42	)		(202	)		(187	)		(192	)
Gross Profit		143			208			756			1,189			1,149
% Margin		6	%		9	%		7	%		9	%		9	%
R&D		(2	)		(2	)		(13	)		(17	)		(18	)
Total SG&A		(72	)		(68	)		(244	)		(263	)		(234	)
Restructuring & Transaction Expenses		(4	)		(3	)		(2	)		—			—
Other Operating Expenses		(1	)		(0	)		3			1			1
Operating Income		63			135			499			911			898
% Margin		3	%		6	%		5	%		7	%		7	%
Adjustments
Other Income / (Expense)		1			1			3			3			3
DD&A		29			36			138			147			177
Restructuring & Transaction Expenses		4			3			2			—			—
Adj. EBITDA	$	98		$	175		$	642		$	1,061		$	1,078
% Margin		4	%		7	%		6	%		8	%		8	%
Unlevered Cash Flow
Adj. EBITDA	$	98		$	175		$	642		$	1,061		$	1,078
Restructuring & Transaction Expenses		(4	)		(3	)		(2	)		—			—
Income Tax Benefit / (Expense)		(15	)		(15	)		(105	)		(184	)		(184	)
Changes in Net Working Capital		(95	)		(137	)		(315	)		(154	)		(333	)
Equity Operations Income		(1	)		(2	)		(10	)		(8	)		(7	)
Cash Flow from Operating Activities		(17	)		17			211			715			555
Capital Expenditures		(58	)		(37	)		(155	)		(81	)		(58	)
Unlevered Free Cash Flow		(75	)		(20	)		56			634			497
Net Interest Income / (Expense)		(14	)		(14	)		(55	)		(54	)		(53	)
Levered Free Cash Flow		(89	)		(34	)		1			581			444
Other Financing and Investing Activity		(26	)		(8	)		(152	)		(133	)		3
Total Change in Cash	$	(115	)	$	(42	)	$	(151	)	$	447		$	447
Cash and Debt
Beginning Cash Balance	$	1,304		$	1,189		$	1,147		$	996		$	1,443
Changes in Cash		(115	)		(42	)		(151	)		447			447
Ending Cash Balance	$	1,189		$	1,147		$	996		$	1,443		$	1,891
Total Funded Debt	$	(776	)	$	(774	)	$	(762	)	$	(750	)	$	(736	)
Cash		1,189			1,147			996			1,443			1,891
Net Debt	$	413		$	373		$	234		$	694		$	1,155

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Principal Assumptions for the Financial Projections

The Financial Projections are based on, and assume the successful implementation of, the Debtors’ business plan. Both the business plan and the Financial Projections reflect numerous assumptions, including various assumptions regarding the anticipated future performance of Reorganized McDermott, industry performance, general business and economic conditions, and other matters, many of which are beyond the control of the Debtors. In addition, there is significant uncertainty regarding the disruption of business that may accompany a restructuring in Bankruptcy Court. Therefore, although the Financial Projections are necessarily presented with numerical specificity, the actual results achieved during the Projection Period will likely vary from the projected results. These variations may be material. Accordingly, no representation can be or is being made with respect to the accuracy of the Financial Projections or the ability of Reorganized McDermott to achieve the projected results of operations. See “Risk Factors.”

While the Debtors believe that the expectations are based on reasonable assumptions within the bounds of their knowledge of their business and operations, parties in interest are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Select Risk Factors Related to the Financial Projections

The Financial Projections are subject to inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond management’s control, related to the global offshore, subsea, power, liquefied natural gas (“LNG”) and downstream energy industries. While the Financial Projections assume significant and profitable future bookings, future projects awards are inherently uncertain and volatile. Any reduction in future awards could have a significant impact on profitability and cash flow due to the lost revenue and potentially large unabsorbed costs.

Factors that may cause actual results to differ from expected results include, but are not limited to:

• ability to competitively bid and win the significant new projects assumed in the projections;

• uncertainty and risks associated with contractual pricing in the Debtors’ industries;

• delays and cost overruns in the Debtors’ projects;

• fluctuations in oil and natural gas prices that could impact customers’ operations;

• revenues projected may not be realized or, if realized, may not result in  profits due to project cancellations or changes in project scope and schedule;

• greater revenue concentration as projected new awards are associated with an increasingly concentrated group of customers;

• increasing requirements for letters of credit to support new awards, which may exceed current letters of credit commitments;

• changes in the availability and cost of capital;

• employee turnover at the management, support, and field operations level; and

• the effects of existing and future laws and governmental regulations, including tax, environmental, and regulation.

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These Financial Projections are premised upon the Debtor’s ability to procure contracts for discrete projects providing engineering, procurement, construction and/or installation work. While the Debtors have confirmed backlog through the projection period, the quantum of which reduces from 84% in the fourth quarter of 2020 to 12% in 2023. Given the inherent volatility in the industry in which the Debtor’s operate, the lack of significant secured backlog, unpredictable working capital requirements, and the potential fluctuation of financial performance, actual future results may be materially different (positively or negatively) from these projections.

1) General Assumptions

A. Overview

Currently, the Debtors are a fully integrated provider of engineering, procurement, construction and installation (“EPCI”) and technology solutions to the energy industry. The Debtors proprietary technologies, integrated expertise, and comprehensive solutions are utilized for offshore, subsea, power, LNG, and downstream energy projects around the world. The Debtors customers include national, major integrated and other oil and gas companies as well as producers of petrochemicals and electric power, and the Debtors operate in most major energy-producing regions throughout the world. The Debtors execute contracts through a variety of methods, principally fixed-price, but also including cost-reimbursable, cost-plus, day-rate and unit-rate basis or some combination of those methods.

The Debtors’ business, after completing the sale of its Technology business, is organized into four operating groups, consisting of: North, Central and South America (“NCSA”); Europe, Africa, Russia and Caspian (“EARC”); the Middle East and North Africa (“MENA”); Asia Pacific (“APAC”);. The Debtor’s business model is based upon contract awards for projects ranging from front end engineering and design, commissioning, construction, procurement, installation, and storage tanks. This business model requires a significant investment in identifying and pursuing various projects and tenders that require an investment in business development and working capital from inception to completion. Many of the Debtor’s projects require a significant lead time from invitation to tender to contract execution.

On May 10, 2018, the Debtors completed the combination with Chicago Bridge & Iron Co. N.V. (“CB&I”), making the Debtors a vertically integrated business with onshore, offshore and technology offerings. Some of the projects acquired through CB&I, however, have proven problematic and driven significant losses and liquidity needs. In response, the Debtors have developed a revamped business plan, reflected in these financial projections, to realign the business into a more focused EPCI provider targeting offshore/subsea, petrochemical, and select LNG projects.

B. Accounting Policies

Upon emergence from bankruptcy, the Debtors expect to adopt fresh-start accounting in accordance with the provisions of Accounting Standards Codification (“ASC”) 852, Reorganizations, issued by the Financial Accounting Standards Board (“FASB”). While the Debtors expect to implement fresh start accounting upon emergence, they have not yet completed the work required to quantify the impact to the Financial Projections, and the impact is not reflected in these projections.

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C. Methodology

In developing the Financial Projections, the Debtors considered (1) projected revenue from contracts with customers, including estimations of costs to complete each contract and the recognition of incentive fees and unapproved change orders and claims, (2) the outlook for the global offshore, subsea, power, LNG, and downstream energy markets and (3) the Debtors’ competitive and strategic position in the industry. The assumptions in the Financial Projections have been developed by the relevant finance and operational departments and senior management of the Debtors.

The Financial Projections have been developed based on the following key strategic parameters of the Debtors’ business plan:

• sale of 100% of the Debtors’ interest in Lummus Technology (“Technology”) during the first half of 2020 with no corresponding benefits of downstream petrochemical pull-through from any type of strategic alliance;

• stabilization and optimization of the portfolio with the completion of legacy CB&I high-risk focus projects;

• optimize and reposition the Debtors’ portfolio by de-risking the business from bid through execution in the (1) offshore market in the Middle East, where deep relationships exist, familiar track record with in-house fabrication and assets; (2) selective Offshore / Subsea projects that are bespoke with acceptable margins; (3) specialized LNG projects with limited construction risk and modularization where possible; (4) downstream refining and petrochemical linked with Technology and Front End Engineering Design (“FEED”); and storage tanks;

• order win rate returning to a representative historical level the second half of 2020;

• significant improvements within direct operating expenses, including: (1) fixed overhead reductions within PED function; (2) improvement in utilization of fabrication yards and engineering based on current bookings; and (3) targeted cost reductions within marine and other support functions.

D. Plan Consummation

The Financial Projections set forth below have been prepared based on the assumption that the Assumed Effective Date is June 30, 2020. This date reflects the Debtors’ best current estimate but there can be no assurance as to when the Assumed Effective Date will actually occur.

2. Assumptions With Respect to the Projected Income Statement

A. Revenue

In the Financial Projections, revenues are forecasted based on expected percentage-of completion, contract price and work progress for each of the Debtors’ projects. The orders and backlog projections in the Financial Projections have been informed by existing contracts, near-term currently visible contracting opportunities, and additional contract opportunities estimated by management. Future bookings assume a robust recovery upon emergence and are based on a targeted portfolio repositioning. Projections of future bookings are uncertain and inherently speculative and are subject to the risk factors noted herein.

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B. Cost and Operating Expenses

Cost and operating expenses are primarily comprised of (1) project costs, including raw materials, direct construction costs and overhead, and (2) utilization of fabrication yards, engineering and support services based on current bookings. Cost and operating expenses projections are based on (a) current cost run-rates, (b) anticipated project cost profiles, and (c) expected cost increases and general cost inflation over time.

C. Selling, General, and Administrative

Selling, General and Administrative Costs (“SG&A”) are primarily comprised of labor and other expenses associated with the Debtors’ corporate overhead. Projected SG&A is based primarily on (1) current run-rate SG&A costs, (2) general cost inflation, and (3) expected staff variations over time.

D. Research and Development Expenses

Research and development expenses relates to future investments to ensure that Debtors’ portfolio of patents remains competitive and future acquisitions of rights to technologies.

E. Depreciation and Amortization

Depreciation and Amortization reflects the anticipated depreciation and amortization of real property, major marine vessels, intangible assets and other assets. With the exception of vessels, most assets are depreciated on a straight-line basis over their respective useful lives. Major marine vessels are depreciated using the units-of-production method based on the utilization of each vessel. Finite-lived intangible assets are amortized over their estimated remaining useful economic lives.

F. Interest Expense

Interest expense post-emergence is forecasted based on the Debtors’ proposed capital structure as more fully described in the Plan and the appendices thereto.

3. Assumptions With Respect to the Cash Flows and Debt

A. Income Tax Expense

Income tax is estimated as a percentage of revenue based on the jurisdictions anticipated in the Debtors’ contracts and projects in the Financial Projections.

B. Changes in Working Capital

Cash impact from changes in working capital has been forecasted on a project-by-project level and is primarily comprised of changes in accounts receivable, accounts payable, accrued expenses, and advance billings on contracts.

C. Capital Expenditures

The Financial Projections for capital expenditures were prepared with consideration given by management to the Debtor’s projected fixed asset needs. Capital expenditures primarily relate to expenditures needed to comply with laws and the applicable regulations and standards of governmental authorities and organizations, upgrades to meet customer requirements and anticipated projects, and further enhancements over time to ensure the Debtors’ competitiveness.

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Capital for a new fabrication yard in Saudi Arabia which will support Saudi Aramco and other clients in the Gulf Cooperation Council has been currently excluded from these Financial Projections while options for alternate in-country financing are being evaluated. This fabrication yard is critical and vital for the ongoing relationship with Saudi Aramco and a strategic imperative given rising in-country requirements. The Debtors are committed to securing funding such that the new yard is completed as agreed to.

D. Opening Cash Balance

Management expects to have approximately $1,304 million of cash on the Assumed Effective Date; which includes $120 million of cash and cash equivalents held in foreign jurisdictions and $364 million held in variable interest entities associated with joint venture, consortium arrangements, and insurance captives.

E. Debt

The pro-forma capital June 30, 2020 capital structure includes the following:

• 5-year senior secured term loan facility in an amount of $500 million of funded debt; and

• $276 million associated with vessel modifications remaining with the Debtors.

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Exhibit F

Valuation Analysis

Exhibit F

Valuation Analysis

THE VALUATION INFORMATION CONTAINED HEREIN IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN OR OF THE PRICES AT WHICH ANY SUCH SECURITIES MAY TRADE AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THE PLAN. THIS VALUATION IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING ADEQUATE INFORMATION AS REQUIRED BY SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS OR INTERESTS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF CLAIMS AGAINST THE DEBTORS.

Solely for purposes of the Plan¹ and the Disclosure Statement, Evercore, as investment banker to the Debtors and at their request, has estimated the total enterprise value (the “Total Enterprise Value”) of the Reorganized Debtors on a going concern basis as of the assumed Effective Date of June 30, 2020 (the “Assumed Effective Date”). The valuation analysis is based on projections provided by the Debtors’ management (the “Financial Projections”) for the years 2020 through 2023 (the “Projection Period”). The Financial Projections and therefore the valuation analysis exclude any contribution from Lummus Technology (“Technology”), which is in the process of being sold and is assumed to be fully separated from the Debtor’s business at the Assumed Effective Date.

In estimating the Total Enterprise Value of the Reorganized Debtors, Evercore met with the Debtors’ senior management team to discuss the Debtors’ assets, operations and future prospects, reviewed the Debtors’ historical financial information, reviewed certain of the Debtors’ internal financial and operating data, reviewed the Financial Projections, reviewed publicly available third-party information and conducted such other studies, analyses, and inquiries we deemed appropriate. Further, with the consent of the Debtors, Evercore has relied upon and assumed, and expresses no view as to, the accuracy, completeness, and fairness of such financial and other information. At the direction of the Debtors, Evercore did not attempt to independently audit or verify such information, nor did it seek or perform an independent appraisal of the assets or liabilities of the Debtors or the Reorganized Debtors. Evercore did not conduct an independent investigation into any of the legal, tax, pension or accounting matters affecting the Debtors or the Reorganized Debtors, and therefore takes no responsibility for and makes no representation as to their impact on the Debtors or the Reorganized Debtors from a financial point of view.

The valuation information set forth in this Exhibit F to the Disclosure Statement represents a valuation of the Reorganized Debtors based on the application of standard valuation techniques, subject to the assumptions and qualifications set forth herein. The estimated values set forth in this section: (i) do not purport to constitute an appraisal of the assets of the

¹  Capitalized terms used but not defined herein shall have the meanings set forth in the Disclosure Statement Relating to the First Amended Joint Plan of Reorganization of McDermott International, Inc., et al Pursuant to Chapter 11 of the Bankruptcy Code, to which this exhibit is attached as Exhibit F.

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Reorganized Debtors; (ii) do not constitute an opinion on the terms and provisions or fairness from a financial point of view to any person of the consideration to be received by such person under the Plan; (iii) do not constitute a recommendation to any holder of Allowed Claims or Interests as to how such person should vote or otherwise act with respect to the Plan; and (iv) do not necessarily reflect the actual market value that might be realized through a sale or liquidation of the Reorganized Debtors. The actual value of an operating business such as the Reorganized Debtors’ is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial conditions and prospects of such a business.

The Financial Projections are attached as Exhibit F to the Disclosure Statement. The estimated values set forth herein assume that the Reorganized Debtors will achieve the results set forth in their Financial Projections in all material respects and will continue as an operating business. Evercore has relied on the Debtors’ representation and warranty that the Financial Projections: (i) have been prepared in good faith; (ii) are based on fully disclosed assumptions, which, in light of the circumstances under which they were made, are reasonable; (iii) reflect the Debtors’ best currently available estimates; and (iv) reflect the Debtors’ good faith judgments. Evercore does not express any view as to the attainability of the Financial Projections. As disclosed in the Disclosure Statement, the future results of the Reorganized Debtors are dependent upon various factors, many of which are beyond the control or knowledge of the Debtors and Evercore, and consequently are inherently difficult to project. Because of the inherent volatility of the industry in which the Debtors operate, the lack of significant secured backlog visibility beyond 2021, the fluctuation of the Debtors’ historical financial performance, unpredictable working capital requirements and the unforeseen impact the bankruptcy process will have on the Debtors’ ability to secure new projects, Evercore placed significantly less emphasis in its analysis on projections beyond 2021. The Reorganized Debtors’ actual future results may differ materially (positively or negatively) from the Financial Projections, and as a result, the actual Total Enterprise Value of the Reorganized Debtors may be significantly higher or lower that the range estimated herein.

This valuation report contemplates facts and conditions known and existing as of January 21, 2020. Events and conditions subsequent to this date, including updated projections, as well as other factors, could have a substantial effect upon the Total Enterprise Value. Among other things, failure to consummate the Plan in a timely manner may have a materially negative effect on the Total Enterprise Value. For purposes of this valuation, Evercore has assumed that no material changes that would affect the Total Enterprise Value will occur between January 22, 2020 and the Assumed Effective Date. Neither Evercore nor the Debtors has any obligation to update, revise or reaffirm this valuation.

The following is a brief summary of certain financial analyses performed by Evercore to arrive at its recommended range of estimated Total Enterprise Value for the Reorganized Debtors and does not purport to be a complete description of all of the analyses and factors undertaken to support Evercore’s conclusions. The preparation of a valuation is a complex process involving various determinations as to the most appropriate analyses and factors to consider, and the application of those analyses and factors under the particular circumstances. As a result, the process involved in preparing a valuation report is not readily summarized.

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In arriving at its valuation estimate, Evercore did not consider any one analysis or factor to the exclusion of any other analyses or factors. Accordingly, Evercore believes that its analysis and views must be considered as a whole and that selecting portions of its analysis and factors could create a misleading or incomplete view of the processes underlying the preparation of the valuation. Reliance on only one of the methodologies used or portions of the analysis performed could create a misleading or incomplete conclusion as to the estimated Total Enterprise Value.

In performing its analysis, Evercore applied the following valuation methodologies as applicable to the operations of the Debtors: (i) a peer group trading analysis; and (ii) a discounted cash flow analysis.

1) Peer Group Trading Analysis

The peer group trading analysis estimates the value of a company based on a relative comparison with other publicly traded entities with certain generally similar operating and financial characteristics. Under this methodology, the enterprise value for each selected public entity is determined by examining the trading value for the equity of such entity in the public markets and adding the aggregate amount of outstanding net debt for such entity. Such enterprise values are commonly expressed as multiples of various financial and operating statistics, such as earnings before interest, taxes and depreciation and amortization expense and other one-time costs (“Adj. EBITDA”). Multiples of cash flow from operations are also commonly referred to for valuation purposes, after normalizing for net debt. The implied enterprise value is then calculated by applying these multiples to the Reorganized Debtors’ actual and projected financial and operational metrics. Although the peer group was compared to the Reorganized Debtors’ for purposes of this analysis, no entity used in the peer group trading analysis is identical or directly comparable to the Reorganized Debtors’ business operations. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst consensus estimates. The selection of public comparable entities for this purpose was based upon characteristics that were deemed relevant based on Evercore’s professional judgment.

The selection of appropriate public entities is often difficult, a matter of judgment and subject to limitations due to sample size and the availability of meaningful market-based information. Accordingly, Evercore’s comparison of the selected entities to the business of the Reorganized Debtors and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies and the Reorganized Debtors.

2) Discounted Cash Flow Analysis

The discounted cash flow (“DCF”) analysis estimates the value of the Debtors’ business by calculating the present value of future unlevered after tax free cash flows (“Expected Future Cash Flows”) to be generated by that asset or business assuming that the Financial Projections are realized. Under this methodology, Expected Future Cash Flows are discounted by a range of discount rates above and below the Debtor’s weighted average cost of capital (the “Discount Rate”), as estimated by Evercore utilizing, among other assumptions, the

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capital asset pricing model as of January 21, 2020 and the Assumed Effective Date of the Plan. The Total Enterprise Value of the Reorganized Debtors is determined by calculating the present value of the Expected Future Cash Flows over the course of the Projection Period plus an estimate for the value of the Reorganized Debtors beyond the Projection Period, known as the terminal value. The terminal value is calculated using a range of estimated Adj. EBITDA multiples, cash flow from operations multiples and perpetuity growth rates.

Although formulaic methods are used to derive the key estimates for the DCF methodology, their application and interpretation still involve complex considerations and judgments concerning potential variances in the projected financial and operating characteristics of the Reorganized Debtors, which in turn affect their cost of capital and terminal multiples. Because of the inherent volatility of the industry in which the Debtor operates, the lack of significant secured backlog visibility beyond 2021, the fluctuation of its historical financial performance, unpredictable working capital requirements and the unforeseen impact the bankruptcy process will have on the Debtors’ ability to secure new projects, Evercore did not rely on business projections beyond the Projection Period in its DCF analysis. Furthermore, the Debtor is not anticipated to generate material free cash flow until 2022. As a consequence, the implied valuations that result using the DCF methodology are highly dependent on terminal values, based upon terminal years for which there is little secured backlog visibility, which in all DCF scenarios analyzed represent more than 75% of the implied DCF valuation, and in many cases more than 90% of the implied DCF valuation. As a result, significantly less emphasis was placed on the DCF analysis.

3) Total Enterprise Value

As a result of the analyses described herein, and subject to the disclaimers and explanations set forth herein, Evercore estimates the Total Enterprise Value of the Reorganized Debtors to be approximately $2,000 million to $2,500 million, with a mid-point of $2,250 million, as of the Assumed Effective Date. After deducting pro forma funded debt of $500 million and debt of $276 million associated with vessel modifications remaining with the Debtor and adding pre-emergence cash of $878 million (which includes $308 million of cash and cash equivalents held in variable interest entities associated with joint venture and consortium arrangements, $120 million of cash held in foreign jurisdictions and excludes $370 million of cash to fund trough liquidity and $56 million in insurance captives) projected as of the Assumed Effective Date, Evercore’s estimate of Total Enterprise Value implies a value for the New Common Stock (the “Equity Value”) of approximately $2,102 million to $2,602 million, with a midpoint of $2,352 million. These values do not give effect to the potentially dilutive impact of, among other things, any shares issued upon exercise of any warrants granted to prior shareholders, including the New Warrants, or any shares issued upon exercise of options that may be granted under a long-term incentive plan which the Board of Directors of the Reorganized Debtors may authorize for management of the Reorganized Debtors, including the Management Incentive Plan. The implied Total Enterprise Value should be considered, as a whole, and the underlying analyses should not be considered indicative of the values of any individual operation.

The preceding analysis estimates a valuation range that is significantly different from the accounting book value of the Debtors’ assets. The accounting book value of the Debtors’ assets as of September 30, 2019 was approximately $6,007 million (excluding Technology), as disclosed in the Debtors’ unaudited financial statements for the period ended on September 30, 2019. Such accounting book value is an accounting balance prepared in accordance with GAAP and is based upon historical costs adjusted for depreciation and amortization. Book values of assets prepared in accordance with GAAP generally do not reflect the current or future performance of the assets in the current market environment and may be materially different from actual or future value of the underlying assets.

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Depending on the actual financial results of the Debtors or changes in the financial markets, and due to the assumptions and other uncertainties described above, the enterprise value of the Debtors may differ from the estimated Total Enterprise Value as of the Assumed Effective Date set forth herein. Accordingly, none of the Debtors, Evercore, or any other person assumes responsibility for the accuracy of the estimated Total Enterprise Value. In addition, the market prices, to the extent there is a market, of the Reorganized Debtors’ securities will depend upon additional uncertainties and contingencies including, among other things, prevailing interest rates, conditions in the financial markets, the investment decisions of the prepetition creditors receiving such securities under the Plan (some of whom may prefer to liquidate their investment rather than hold it on a long-term basis), and other factors that generally influence the prices of securities, all of which are difficult to predict. Actual market prices for such securities also may be affected by the Debtors’ chapter 11 cases or other factors not possible to predict. Accordingly, the Total Enterprise Value estimated above does not purport to be an estimate of the post-reorganization market-trading value of the Reorganized Debtors or their securities. Such trading value may be materially different from the Total Enterprise Value ranges associated with this valuation analysis. The Reorganized Debtors will be private, non-SEC reporting companies. There can be no assurance that any trading market will develop for the New Common Stock. The estimates of value for the Reorganized Debtors do not necessarily reflect the values that may be attainable in public or private markets.

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EX-99.3

Exhibit 99.3 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint: Business Plan Report Excerpt For Lenders November 13, 2019 Customer Assistance Plan Excerpt for Lenders November 21, 2019 Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential Distribution limited to Board of Directors and Meeting Attendees. Private and ConfidentialExhibit 99.3 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint: Business Plan Report Excerpt For Lenders November 13, 2019 Customer Assistance Plan Excerpt for Lenders November 21, 2019 Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential

Confidential These materials have been prepared by Evercore Group L.L.C., AlixPartners UK LLP and Kirkland & Ellis LLP (collectively the “Advisors”), for the creditors (the “Creditors”) to McDermott International, Inc. (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with the Advisors. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by the Advisors. The Advisors assume no responsibility for independent investigation or verification of such information and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or other potential transaction participants or obtained from public sources, the Advisors have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to the Advisors and were prepared exclusively for the benefit and internal use of the Creditors. Any values or estimates of sale proceeds herein are for illustrative purposes only. Nothing in these materials should be construed as a valuation of the Company or any of its businesses. These materials were compiled on a confidential basis for use of the Creditors in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of the Advisors. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by the Advisors (or any affiliates) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. The Advisors assume no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of the Advisors and their affiliates. The Advisors and their affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by the Advisors or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors’ regarding the impact of the transactions or matters described herein. 1 Private and ConfidentialConfidential These materials have been prepared by Evercore Group L.L.C., AlixPartners UK LLP and Kirkland & Ellis LLP (collectively the “Advisors”), for the creditors (the “Creditors”) to McDermott International, Inc. (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with the Advisors. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by the Advisors. The Advisors assume no responsibility for independent investigation or verification of such information and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or other potential transaction participants or obtained from public sources, the Advisors have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to the Advisors and were prepared exclusively for the benefit and internal use of the Creditors. Any values or estimates of sale proceeds herein are for illustrative purposes only. Nothing in these materials should be construed as a valuation of the Company or any of its businesses. These materials were compiled on a confidential basis for use of the Creditors in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of the Advisors. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by the Advisors (or any affiliates) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. The Advisors assume no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of the Advisors and their affiliates. The Advisors and their affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by the Advisors or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors’ regarding the impact of the transactions or matters described herein. 1 Private and Confidential

Confidential Forward-Looking Statements In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in these materials which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact the Company’s actual results of operations. Although the Company does believe that the expectations reflected in those forward-looking statements are reasonable, the Company can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: risks relating to the effects of the filing of the Company’s Chapter 11 cases (the “Chapter 11 Cases”) on its business and the interest of various constituents, including stockholders; any inability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; risks attendant to ongoing negotiations with various third parties; adverse changes in the markets in which the Company operates or credit markets; the Company’s inability to successfully execute on contracts in backlog; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications and actions by the Company’s customers and other business counterparties; changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. For a more complete discussion of these and other risk factors, please see the Company’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. These materials reflect management’s views as of the date thereof. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement. 2 Private and ConfidentialConfidential Forward-Looking Statements In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in these materials which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact the Company’s actual results of operations. Although the Company does believe that the expectations reflected in those forward-looking statements are reasonable, the Company can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: risks relating to the effects of the filing of the Company’s Chapter 11 cases (the “Chapter 11 Cases”) on its business and the interest of various constituents, including stockholders; any inability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; risks attendant to ongoing negotiations with various third parties; adverse changes in the markets in which the Company operates or credit markets; the Company’s inability to successfully execute on contracts in backlog; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications and actions by the Company’s customers and other business counterparties; changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. For a more complete discussion of these and other risk factors, please see the Company’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. These materials reflect management’s views as of the date thereof. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement. 2 Private and Confidential

Confidential Executive Summary n McDermott (“MDR” or the “Company”) is currently burdened with significant funded debt as well as a large quantum of contingent obligations and stretched accounts payable n These materials analyze a number of alternatives for right-sizing McDermott’s balance sheet, including: „ Potential asset sales „ Debt restructuring „ In-court and out-of-court implementation paths n The analysis herein utilizes the Financing Case previously delivered to lenders, except for the in-court scenarios, which layer in anticipated business disruption from a bankruptcy case n The risks to achieving the Financing Case have increased given events over the last several weeks, including: „ Continued vendor base stress, resulting in certain instances of business interruption „ Expected project signings continue to be delayed, with more questions from customers regarding MDR’s situation and future viability „ Increased financing and restructuring costs n However, the Company’s robust backlog of projects is expected to generate significantly improved EBITDA and cash flow in 2020 and 2021 as challenged legacy projects are completed over the next few quarters n Achieving improved 2020 and 2021 performance will require a significant liquidity infusion coupled with a material deleveraging, in the near term so as to relieve operational stress, allow the Company to win new business, and facilitate the ongoing execution of profitable projects 3 Private and ConfidentialConfidential Executive Summary n McDermott (“MDR” or the “Company”) is currently burdened with significant funded debt as well as a large quantum of contingent obligations and stretched accounts payable n These materials analyze a number of alternatives for right-sizing McDermott’s balance sheet, including: „ Potential asset sales „ Debt restructuring „ In-court and out-of-court implementation paths n The analysis herein utilizes the Financing Case previously delivered to lenders, except for the in-court scenarios, which layer in anticipated business disruption from a bankruptcy case n The risks to achieving the Financing Case have increased given events over the last several weeks, including: „ Continued vendor base stress, resulting in certain instances of business interruption „ Expected project signings continue to be delayed, with more questions from customers regarding MDR’s situation and future viability „ Increased financing and restructuring costs n However, the Company’s robust backlog of projects is expected to generate significantly improved EBITDA and cash flow in 2020 and 2021 as challenged legacy projects are completed over the next few quarters n Achieving improved 2020 and 2021 performance will require a significant liquidity infusion coupled with a material deleveraging, in the near term so as to relieve operational stress, allow the Company to win new business, and facilitate the ongoing execution of profitable projects 3 Private and Confidential

Confidential Executive Summary (Cont’d) n The Company likely does not have the runway to grow into its capital structure due to significant ongoing operational challenges, and a sale of Technology by itself does not appear to sufficiently deleverage the balance sheet n Therefore, the Company believes that a consensual, pre-negotiated, in-court restructuring will best facilitate a right-sizing of its balance sheet, while minimizing cost and business disruption, and while preserving and maximizing long-term value for all stakeholders n An in-court restructuring may take several forms, including: „ A debt-for-equity conversion in which the business is maintained in its current form „ A debt-for-equity conversion in conjunction with one or more asset sales n The optimal path forward will be driven by the ability to maximize total value and stakeholder recoveries while minimizing DIP funding needs, limiting expansion of the claims pool, and mitigating execution and operational risk n Despite the significant DIP funding requirements, the Company believes that a restructuring around the entire business is likely to be the best path forward to maximize total value and recovery and reduce credit exposure over the long-term, given the substantial improvements in profitability expected in 2020 and 2021 „ May be supplemented with a concurrent sale of some or all of Technology and/or Tanks to maximize near term recoveries 4 Private and ConfidentialConfidential Executive Summary (Cont’d) n The Company likely does not have the runway to grow into its capital structure due to significant ongoing operational challenges, and a sale of Technology by itself does not appear to sufficiently deleverage the balance sheet n Therefore, the Company believes that a consensual, pre-negotiated, in-court restructuring will best facilitate a right-sizing of its balance sheet, while minimizing cost and business disruption, and while preserving and maximizing long-term value for all stakeholders n An in-court restructuring may take several forms, including: „ A debt-for-equity conversion in which the business is maintained in its current form „ A debt-for-equity conversion in conjunction with one or more asset sales n The optimal path forward will be driven by the ability to maximize total value and stakeholder recoveries while minimizing DIP funding needs, limiting expansion of the claims pool, and mitigating execution and operational risk n Despite the significant DIP funding requirements, the Company believes that a restructuring around the entire business is likely to be the best path forward to maximize total value and recovery and reduce credit exposure over the long-term, given the substantial improvements in profitability expected in 2020 and 2021 „ May be supplemented with a concurrent sale of some or all of Technology and/or Tanks to maximize near term recoveries 4 Private and Confidential

Confidential I Segment Overview II Restructuring Alternatives III Conclusion Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and ConfidentialConfidential I Segment Overview II Restructuring Alternatives III Conclusion Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential

Confidential Snapshot of Synergy Potential Between Business Segments Synergies exist throughout MDR with the largest overlap between the Onshore EPC and Technology segments as well as between the Onshore EPC and Offshore / Subsea segments n The most significant pull-through effect is through technology licensing that can lead to greater onshore EPC awards with improved margins, especially in downstream projects in EARC „ Downstream technology licensing design is the cornerstone of MDR’s project bidding efforts in EARC n There are also meaningful synergies between the Onshore EPC and Offshore / Subsea segments due to common customers, vendors and operating infrastructure n From a customer perspective, overlap for MDR’s onshore oriented businesses is relatively strong across Technology, Onshore EPC and Tanks „ The Offshore / Subsea customer base also overlaps with MDR’s other business segments Overview of Relationships Between Different MDR Business Segments Strength of Relationship Low High Pull-Through Relationship Offshore / Onshore EPC Technology Tanks Subsea Customer Overlap Vendor Overlap 5 Private and ConfidentialConfidential Snapshot of Synergy Potential Between Business Segments Synergies exist throughout MDR with the largest overlap between the Onshore EPC and Technology segments as well as between the Onshore EPC and Offshore / Subsea segments n The most significant pull-through effect is through technology licensing that can lead to greater onshore EPC awards with improved margins, especially in downstream projects in EARC „ Downstream technology licensing design is the cornerstone of MDR’s project bidding efforts in EARC n There are also meaningful synergies between the Onshore EPC and Offshore / Subsea segments due to common customers, vendors and operating infrastructure n From a customer perspective, overlap for MDR’s onshore oriented businesses is relatively strong across Technology, Onshore EPC and Tanks „ The Offshore / Subsea customer base also overlaps with MDR’s other business segments Overview of Relationships Between Different MDR Business Segments Strength of Relationship Low High Pull-Through Relationship Offshore / Onshore EPC Technology Tanks Subsea Customer Overlap Vendor Overlap 5 Private and Confidential

Confidential ($ in millions) Overview of Business Segments Rebound in 2020 and 2021 performance driven by stability from Tanks and Technology and significant improvement in EPC as newer backlog is realized FY 2019E Financials Revenue: $9.5 billion Adj. EBITDA: $475 million Offshore / Subsea Onshore EPC Technology Tanks Corporate (largely legacy MDR) (largely legacy CB&I) n Design, engineer, n Provides engineering, n Provides proprietary n Leading designer and n Corporate costs and construction, installation, procurement and process technology builder of industrial storage balance sheet items that hook-up, start-up and construction services for licenses and associated facilities for oil and gas, are not allocated to Brief commissioning of fixed and major upstream and engineering services LNG, downstream, segments Description floating production facilities downstream process primarily to the petrochemical and water and subsea systems facilities, LNG terminals and petrochemical and refining storage and treatment end- fossil electric generating industries markets plants Y/Y Growth Y/Y Growth Y/Y Growth Y/Y Growth Y/Y Growth 12% 5% 73% (3%) (1%) 43% 14% 43% $6,562 $6,336 $5,494 Segment $3,788 $3,895 $3,845 Revenue $1,265 $1,327 $1,146 $1,126 $802 $700 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 Margin Margin Margin Margin Margin 1% 8% 8% 11% 11% 12% 3% 2% 6% 32% 32% 26% $500 $534 Segment Adj. $315 $294 $255 EBITDA & $225 $153 $141 Margin $123 $105 $79 $28 ($0) $3 ($6) 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 6 Private and ConfidentialConfidential ($ in millions) Overview of Business Segments Rebound in 2020 and 2021 performance driven by stability from Tanks and Technology and significant improvement in EPC as newer backlog is realized FY 2019E Financials Revenue: $9.5 billion Adj. EBITDA: $475 million Offshore / Subsea Onshore EPC Technology Tanks Corporate (largely legacy MDR) (largely legacy CB&I) n Design, engineer, n Provides engineering, n Provides proprietary n Leading designer and n Corporate costs and construction, installation, procurement and process technology builder of industrial storage balance sheet items that hook-up, start-up and construction services for licenses and associated facilities for oil and gas, are not allocated to Brief commissioning of fixed and major upstream and engineering services LNG, downstream, segments Description floating production facilities downstream process primarily to the petrochemical and water and subsea systems facilities, LNG terminals and petrochemical and refining storage and treatment end- fossil electric generating industries markets plants Y/Y Growth Y/Y Growth Y/Y Growth Y/Y Growth Y/Y Growth 12% 5% 73% (3%) (1%) 43% 14% 43% $6,562 $6,336 $5,494 Segment $3,788 $3,895 $3,845 Revenue $1,265 $1,327 $1,146 $1,126 $802 $700 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 Margin Margin Margin Margin Margin 1% 8% 8% 11% 11% 12% 3% 2% 6% 32% 32% 26% $500 $534 Segment Adj. $315 $294 $255 EBITDA & $225 $153 $141 Margin $123 $105 $79 $28 ($0) $3 ($6) 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 6 Private and Confidential

Confidential ($ in millions) Overview of Business Segments (cont’d) Rebound in 2020 and 2021 performance driven by stability from Tanks and Technology and significant improvement in EPC as newer backlog is realized FY 2019E Financials CFOA: ($527) million Backlog: $20.0 billion LCs, Bilats and Sureties: $4.3 billion Offshore / Subsea Onshore EPC Technology Tanks Corporate Primarily consists of interest expense retained at the corporate level $608 $319 $442 $334 Variability of cash flow due to delay of $257 $179 restructuring, transaction and integration $121 $104 $60 expenses recognized in 2019 Cash Flow from Operations ($127) ($192) ($381) ($439) ($685) ($582) 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 $16,506 $14,319 $10,589 $9,740 $8,374 $8,120 Backlog $1,705 $1,437 $1,439 $941 $983 $734 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 Includes insurance coverage and new building lease Aggregate $2,326 $2,459 $2,076 $1,897 $1,983 $1,639 Letters of $584 $549 $477 Credit, Bilats and $84 $61 $47 Sureties $120 $120 $120 Required 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 7 Private and ConfidentialConfidential ($ in millions) Overview of Business Segments (cont’d) Rebound in 2020 and 2021 performance driven by stability from Tanks and Technology and significant improvement in EPC as newer backlog is realized FY 2019E Financials CFOA: ($527) million Backlog: $20.0 billion LCs, Bilats and Sureties: $4.3 billion Offshore / Subsea Onshore EPC Technology Tanks Corporate Primarily consists of interest expense retained at the corporate level $608 $319 $442 $334 Variability of cash flow due to delay of $257 $179 restructuring, transaction and integration $121 $104 $60 expenses recognized in 2019 Cash Flow from Operations ($127) ($192) ($381) ($439) ($685) ($582) 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 $16,506 $14,319 $10,589 $9,740 $8,374 $8,120 Backlog $1,705 $1,437 $1,439 $941 $983 $734 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 Includes insurance coverage and new building lease Aggregate $2,326 $2,459 $2,076 $1,897 $1,983 $1,639 Letters of $584 $549 $477 Credit, Bilats and $84 $61 $47 Sureties $120 $120 $120 Required 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 2019 2020 2021 7 Private and Confidential

Confidential Projected Net Working Capital Breakout by Segment ($ in millions) The majority of MDR’s net working capital deficit is tied to the Onshore EPC segment Key Operating Assumptions Total Net Working Capital Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 2021E Consolidated As % of LTM Revenue (14%) (10%) (11%) (8%) (9%) (9%) NWC Days¹ (52) (38) (41) (28) (33) (32) ($839) Offshore / Subsea ($914) ($1,070) As % of LTM Revenue 6% 6% 3% 3% 1% 2% ($1,093) ($1,105) ($1,163) NWC Days 22 20 10 11 3 9 Onshore As % of LTM Revenue (31%) (25%) (28%) (23%) (25%) (20%) ($99) ($148) NWC Days (112) (93) (101) (84) (90) (72) ($938) ($66) Technology ($1,062) ($155) ($133) ($1,136) As % of LTM Revenue (15%) (16%) (19%) (14%) (14%) (14%) ($186) ($1,238) ($1,248) NWC Days (53) (58) (71) (52) (51) (50) ($1,349) Tanks As % of LTM Revenue (8%) (8%) (7%) (6%) (5%) (2%) NWC Days (30) (28) (25) (21) (18) (8) Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Operating Segments Corporate 2 Operating Segment Net Working Capital Offshore / Subsea Onshore EPC Technology Tanks $252 $224 $193 $157 $144 $57 ($29) ($63) ($112) ($74) ($86) ($94)($92) ($102) ($114) ($113) ($146) ($156) ($846) ($951) ($960) ($1,005) ($1,076) ($1,192) 1. Defined as Working Capital divided by Revenue multiplied by 365 days 2. Excludes corporate net working capital balances 8 Private and ConfidentialConfidential Projected Net Working Capital Breakout by Segment ($ in millions) The majority of MDR’s net working capital deficit is tied to the Onshore EPC segment Key Operating Assumptions Total Net Working Capital Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 2021E Consolidated As % of LTM Revenue (14%) (10%) (11%) (8%) (9%) (9%) NWC Days¹ (52) (38) (41) (28) (33) (32) ($839) Offshore / Subsea ($914) ($1,070) As % of LTM Revenue 6% 6% 3% 3% 1% 2% ($1,093) ($1,105) ($1,163) NWC Days 22 20 10 11 3 9 Onshore As % of LTM Revenue (31%) (25%) (28%) (23%) (25%) (20%) ($99) ($148) NWC Days (112) (93) (101) (84) (90) (72) ($938) ($66) Technology ($1,062) ($155) ($133) ($1,136) As % of LTM Revenue (15%) (16%) (19%) (14%) (14%) (14%) ($186) ($1,238) ($1,248) NWC Days (53) (58) (71) (52) (51) (50) ($1,349) Tanks As % of LTM Revenue (8%) (8%) (7%) (6%) (5%) (2%) NWC Days (30) (28) (25) (21) (18) (8) Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Operating Segments Corporate 2 Operating Segment Net Working Capital Offshore / Subsea Onshore EPC Technology Tanks $252 $224 $193 $157 $144 $57 ($29) ($63) ($112) ($74) ($86) ($94)($92) ($102) ($114) ($113) ($146) ($156) ($846) ($951) ($960) ($1,005) ($1,076) ($1,192) 1. Defined as Working Capital divided by Revenue multiplied by 365 days 2. Excludes corporate net working capital balances 8 Private and Confidential

Confidential Outlook for MDR’s E&C Businesses ($ in millions) The long-term outlook has significant upside relative to current performance (which is below where the businesses have performed historically) n Estimated results for 2019 illustrate the impact that MDR’s problem projects have had on the business n Attempting to monetize the E&C business in the current environment will undercut foreseeable future value that both Offshore / Subsea and Onshore EPC will generate „ Offshore / Subsea performance is forecasted to improve substantially in 2020 as a result of record backlog that is expected to generate ~$500 million of adj. EBITDA „ Onshore EPC is expected to improve in 2021 due to strong backlog with visible cash flow profile that is currently hindered by problem projects that will be completed in mid 2020 Offshore / Subsea Adj. EBITDA Onshore EPC Adj. EBITDA % Margin 1% 8% 8% % Margin 3% 2% 6% % Growth (Y/Y) +1712% +7% % Growth (Y/Y) -25% +298% $534 $500 $315 $105 $79 $28 2019E 2020E 2021E 2019E 2020E 2021E 9 Private and ConfidentialConfidential Outlook for MDR’s E&C Businesses ($ in millions) The long-term outlook has significant upside relative to current performance (which is below where the businesses have performed historically) n Estimated results for 2019 illustrate the impact that MDR’s problem projects have had on the business n Attempting to monetize the E&C business in the current environment will undercut foreseeable future value that both Offshore / Subsea and Onshore EPC will generate „ Offshore / Subsea performance is forecasted to improve substantially in 2020 as a result of record backlog that is expected to generate ~$500 million of adj. EBITDA „ Onshore EPC is expected to improve in 2021 due to strong backlog with visible cash flow profile that is currently hindered by problem projects that will be completed in mid 2020 Offshore / Subsea Adj. EBITDA Onshore EPC Adj. EBITDA % Margin 1% 8% 8% % Margin 3% 2% 6% % Growth (Y/Y) +1712% +7% % Growth (Y/Y) -25% +298% $534 $500 $315 $105 $79 $28 2019E 2020E 2021E 2019E 2020E 2021E 9 Private and Confidential

Confidential Operating Snapshot of Offshore / Subsea ($ in millions) Reduced performance in 2019 is driven by a few projects; however, 2020E is expected to rebound as a result of profitable projects that have been awarded to MDR by anchor customers Overview of Projects >$200 Million in Revenue n Offshore / Subsea business consists of the legacy MDR business prior to the CB&I combination EAC @ Sep '19 Backlog @ Sep '19 >$200MM in Revenue Revenue GP Revenue GP n Offshore / Subsea is forecasted to generate $3.8 billion in revenues in 2019E, growing to $6.3 billion by 2021E Profit Generating Projects as backlog projects begin to roll on MENA (11 Projects) $9,358 $1,034 $5,918 $353 „ From 2013-2017, legacy MDR revenue peaked at APAC (2 Projects) 3,924 621 689 98 $3.1 billion NCSA (2 Projects) 564 20 376 10 n The majority of projects generating losses are expected to be completed by 2019 year end Total $13,846 $1,676 $6,983 $461 Loss Generating Projects Quarterly Adj. EBITDA EARC (2 Projects) $1,409 ($28) $963 $-- NCSA (1 Project) 468 (47) 5 -- Results impacted by a small Significant offshore backlog handful of projects with anchor customers APAC (1 Project) 390 (26) 209 -- underpins 2020E+ projections MENA (1 Project) 201 (11) 9 -- Total $2,467 ($111) $1,186 $-- $151 $146 Other <$200MM Projects $1,338 $113 $901 $52 $114 $89 $88 Total Offshore / Subsea $17,652 $1,677 $9,070 $512 $44 Multiple significant loss generating projects are Remaining projects expected to be completed expected to generate in the near term ~$512 million of gross profit ($27) ($77) Q1'19 Q2'19 Q3'19E Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 10 Private and ConfidentialConfidential Operating Snapshot of Offshore / Subsea ($ in millions) Reduced performance in 2019 is driven by a few projects; however, 2020E is expected to rebound as a result of profitable projects that have been awarded to MDR by anchor customers Overview of Projects >$200 Million in Revenue n Offshore / Subsea business consists of the legacy MDR business prior to the CB&I combination EAC @ Sep '19 Backlog @ Sep '19 >$200MM in Revenue Revenue GP Revenue GP n Offshore / Subsea is forecasted to generate $3.8 billion in revenues in 2019E, growing to $6.3 billion by 2021E Profit Generating Projects as backlog projects begin to roll on MENA (11 Projects) $9,358 $1,034 $5,918 $353 „ From 2013-2017, legacy MDR revenue peaked at APAC (2 Projects) 3,924 621 689 98 $3.1 billion NCSA (2 Projects) 564 20 376 10 n The majority of projects generating losses are expected to be completed by 2019 year end Total $13,846 $1,676 $6,983 $461 Loss Generating Projects Quarterly Adj. EBITDA EARC (2 Projects) $1,409 ($28) $963 $-- NCSA (1 Project) 468 (47) 5 -- Results impacted by a small Significant offshore backlog handful of projects with anchor customers APAC (1 Project) 390 (26) 209 -- underpins 2020E+ projections MENA (1 Project) 201 (11) 9 -- Total $2,467 ($111) $1,186 $-- $151 $146 Other <$200MM Projects $1,338 $113 $901 $52 $114 $89 $88 Total Offshore / Subsea $17,652 $1,677 $9,070 $512 $44 Multiple significant loss generating projects are Remaining projects expected to be completed expected to generate in the near term ~$512 million of gross profit ($27) ($77) Q1'19 Q2'19 Q3'19E Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 10 Private and Confidential

Confidential Operating Snapshot of Onshore EPC ($ in millions) Legacy problem projects will substantially roll off during 2020E, alleviating near-term headwinds and supporting long-term profitability Overview of Projects >$200 Million in Revenue n Onshore EPC consists of the legacy CB&I business EAC @ Sep '19 Backlog @ Sep '19 prior to the MDR / CB&I combination # >$200MM in Revenue Revenue GP Revenue GP „ Primarily comprised of NCSA projects Profit Generating Projects NCSA (13 Projects) $18,343 $1,226 $5,673 $382 n Nearly all negative gross profit is driven by a few EARC (3 Projects) 3,156 298 2,750 211 projects that are all over 93% complete MENA (3 Projects) 1,345 166 303 52 n Onshore EPC revenue is forecasted to grow from $3.9 Total $22,844 $1,690 $8,725 $646 billion in 2019 to $5.5 billion in 2021 as backlog projects begin to roll on Loss Generating Projects NCSA (3 Projects) $1,268 ($828) $35 $-- Cameron LNG 5,306 (745) 327 8 Quarterly Adj. EBITDA Freeport Trains 1&2 LNG 2,968 (254) 36 0 Negative performance driven by problem Strong visibility into Total $9,542 ($1,827) $398 $8 projects that will be substantially completed profitable projects by middle of 2020E already awarded to MDR Other <$200MM Projects $1,423 $27 $1,308 $131 $75 Total Onshore EPC $33,809 ($109) $10,432 $785 $66 $44 $42 Remaining projects $35 Loss generating projects expected to generate are all >93% completed ~$785 million of gross profit ($3) ($28) ($46) Q1'19 Q2'19 Q3'19E Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 11 Private and ConfidentialConfidential Operating Snapshot of Onshore EPC ($ in millions) Legacy problem projects will substantially roll off during 2020E, alleviating near-term headwinds and supporting long-term profitability Overview of Projects >$200 Million in Revenue n Onshore EPC consists of the legacy CB&I business EAC @ Sep '19 Backlog @ Sep '19 prior to the MDR / CB&I combination # >$200MM in Revenue Revenue GP Revenue GP „ Primarily comprised of NCSA projects Profit Generating Projects NCSA (13 Projects) $18,343 $1,226 $5,673 $382 n Nearly all negative gross profit is driven by a few EARC (3 Projects) 3,156 298 2,750 211 projects that are all over 93% complete MENA (3 Projects) 1,345 166 303 52 n Onshore EPC revenue is forecasted to grow from $3.9 Total $22,844 $1,690 $8,725 $646 billion in 2019 to $5.5 billion in 2021 as backlog projects begin to roll on Loss Generating Projects NCSA (3 Projects) $1,268 ($828) $35 $-- Cameron LNG 5,306 (745) 327 8 Quarterly Adj. EBITDA Freeport Trains 1&2 LNG 2,968 (254) 36 0 Negative performance driven by problem Strong visibility into Total $9,542 ($1,827) $398 $8 projects that will be substantially completed profitable projects by middle of 2020E already awarded to MDR Other <$200MM Projects $1,423 $27 $1,308 $131 $75 Total Onshore EPC $33,809 ($109) $10,432 $785 $66 $44 $42 Remaining projects $35 Loss generating projects expected to generate are all >93% completed ~$785 million of gross profit ($3) ($28) ($46) Q1'19 Q2'19 Q3'19E Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 11 Private and Confidential

Confidential Aggregate Credit Exposure of the Business ($ in millions) Funded debt adds leverage and cost to the substantial unfunded credit requirements of the E&C businesses Projected LC Exposure Total Implied Credit Exposure Net Incremental LC $153 1 No anticipated excess cash until 2021 Capacity Needed $2,732 $2,536 $2,393 $2,301 $2,234 $2,146 $12,143 $11,457 $627 $11,179 $11,086 $1,909 $1,762 $627 $1,639 $10,618 $1,268 $1,079 $627 $627 $554 $1,963 $9,991 $627 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E $1,918 $606 $1,797 $1,689 Existing LCs New Awards $1,585 $1,529 Projected Bilat Exposure $2,732 $2,393 $2,301 $1,963 $1,918 $2,536 $1,797 $2,234 $1,689 $1,585 $1,529 $2,146 $413 $413 $413 $413 $413 $1,529 $1,529 $1,529 $1,529 $1,529 $1,529 $413 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Existing Bilats New Bilats $6,407 $6,105 $6,040 Projected Sureties Exposure $5,820 $5,758 $5,297 $627 $627 $627 $627 $627 $606 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E 2 3 Total Debt Stretched Accounts Payable LCs Bilats Sureties 1. Amount of projected LC exposure that surpasses the projected secured LC capacity 2. Assumes all super-senior tranches are drawn on schedule 3. Defined as AP stretched beyond sustainable, historical standards for long-term operation; Illustrated for this analysis to be the mid point of amounts over 60 days ($462 million) and 90 days ($365 million) and held constant for purely illustrative purposes 12 Private and ConfidentialConfidential Aggregate Credit Exposure of the Business ($ in millions) Funded debt adds leverage and cost to the substantial unfunded credit requirements of the E&C businesses Projected LC Exposure Total Implied Credit Exposure Net Incremental LC $153 1 No anticipated excess cash until 2021 Capacity Needed $2,732 $2,536 $2,393 $2,301 $2,234 $2,146 $12,143 $11,457 $627 $11,179 $11,086 $1,909 $1,762 $627 $1,639 $10,618 $1,268 $1,079 $627 $627 $554 $1,963 $9,991 $627 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E $1,918 $606 $1,797 $1,689 Existing LCs New Awards $1,585 $1,529 Projected Bilat Exposure $2,732 $2,393 $2,301 $1,963 $1,918 $2,536 $1,797 $2,234 $1,689 $1,585 $1,529 $2,146 $413 $413 $413 $413 $413 $1,529 $1,529 $1,529 $1,529 $1,529 $1,529 $413 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Existing Bilats New Bilats $6,407 $6,105 $6,040 Projected Sureties Exposure $5,820 $5,758 $5,297 $627 $627 $627 $627 $627 $606 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E 2 3 Total Debt Stretched Accounts Payable LCs Bilats Sureties 1. Amount of projected LC exposure that surpasses the projected secured LC capacity 2. Assumes all super-senior tranches are drawn on schedule 3. Defined as AP stretched beyond sustainable, historical standards for long-term operation; Illustrated for this analysis to be the mid point of amounts over 60 days ($462 million) and 90 days ($365 million) and held constant for purely illustrative purposes 12 Private and Confidential

Confidential ($ in millions) AP Stretch Has Historically Been Utilized To Generate Liquidity Vendor stretch, particularly in the Onshore EPC and Offshore / Subsea business segments, is not sustainable over time 1 n Unsustainable vendor stretch currently between ~$365 - $462 million n A less stressed vendor base would mitigate risk of project disruption and timeline extension 1 1 Accounts Payable by Segment Accounts Payable Aging Schedule (as of 10/25/19) $36 $63 $462 million >60 Days 3% 5% Offshore / Subsea $365 million >90 Days Onshore EPC Tanks $1,435 Technology $1.3 $602 $277 $1,252 48% Billion $551 44% $23 $27 $38 $96 $128 1 “Stretched” Accounts Payable (Mid-point of amounts >60 & >90 Days) $231 ` $12 $15 3% 4% $431 $130 31% $413 Million $257 Not Yet 0 to 30 31 to 60 61 to 90 91 to 120 121 to 151 to Over 180 Grand Q4 62% Due Days Days Days Days 150 Days 180 Days Days Total Ending Estimate 1. Accounts payable balance after ~$200 million trade balance paydown after closing Superpriority Credit Agreement 13 Private and ConfidentialConfidential ($ in millions) AP Stretch Has Historically Been Utilized To Generate Liquidity Vendor stretch, particularly in the Onshore EPC and Offshore / Subsea business segments, is not sustainable over time 1 n Unsustainable vendor stretch currently between ~$365 - $462 million n A less stressed vendor base would mitigate risk of project disruption and timeline extension 1 1 Accounts Payable by Segment Accounts Payable Aging Schedule (as of 10/25/19) $36 $63 $462 million >60 Days 3% 5% Offshore / Subsea $365 million >90 Days Onshore EPC Tanks $1,435 Technology $1.3 $602 $277 $1,252 48% Billion $551 44% $23 $27 $38 $96 $128 1 “Stretched” Accounts Payable (Mid-point of amounts >60 & >90 Days) $231 ` $12 $15 3% 4% $431 $130 31% $413 Million $257 Not Yet 0 to 30 31 to 60 61 to 90 91 to 120 121 to 151 to Over 180 Grand Q4 62% Due Days Days Days Days 150 Days 180 Days Days Total Ending Estimate 1. Accounts payable balance after ~$200 million trade balance paydown after closing Superpriority Credit Agreement 13 Private and Confidential

Confidential ($ in millions) Implied Pull-Through Preliminary Conclusions Management estimates that ~$292 million in run-rate gross profit from lost EPC pull-through would be at risk without Technology Estimated Loss of EPC Pull-Through from Technology Total Gross Profit Foregone by Region Analysis assumes little to no impact to 2020E awards Based on a detailed bottoms-up $292 analysis by project and by region 2021E 2022E 2023E 2024E $12 Total Contract Awards Expected to be Foregone Revenue $2,102 $3,032 $2,897 $2,149 Gross Profit 236 292 340 236 $92 % Margin 11% 10% 12% 11% $204 Associated Revenue and Gross Profit Expected to be Foregone $8 Revenue Foregone $210 $912 $1,673 $2,284 Gross Profit Foregone $21 $99 $179 $250 $54 % Margin 10% 11% 11% 11% $70 1 Impact of Margin Reduction for MDR to Retain Some Share of EPC Scope $112 Gross Profit Adjustment $3 $25 $46 $71 $3 $67 $12 Other E&C Projects Awarded at Lower Margins in Place of Contract Awards 2 Foregone $37 $118 Revenue Adjustment ($52) ($228) ($418) ($571) Gross Profit Adjustment (3) (11) (21) (29) $75 $22 Total Gross Profit Foregone $22 $112 $204 $292 $60 $13 $9 2021E 2022E 2023E 2024E MENA EARC NCSA APAC 1. Assumes that MDR will lose efficiency and margin on existing projects from the loss of Technology 2. Assumes that MDR reallocates its resources from loss of Technology pull through projects and secures 25% of revenue foregone at a margin of 5.0% (which is below currently anticipated margins) 14 Private and ConfidentialConfidential ($ in millions) Implied Pull-Through Preliminary Conclusions Management estimates that ~$292 million in run-rate gross profit from lost EPC pull-through would be at risk without Technology Estimated Loss of EPC Pull-Through from Technology Total Gross Profit Foregone by Region Analysis assumes little to no impact to 2020E awards Based on a detailed bottoms-up $292 analysis by project and by region 2021E 2022E 2023E 2024E $12 Total Contract Awards Expected to be Foregone Revenue $2,102 $3,032 $2,897 $2,149 Gross Profit 236 292 340 236 $92 % Margin 11% 10% 12% 11% $204 Associated Revenue and Gross Profit Expected to be Foregone $8 Revenue Foregone $210 $912 $1,673 $2,284 Gross Profit Foregone $21 $99 $179 $250 $54 % Margin 10% 11% 11% 11% $70 1 Impact of Margin Reduction for MDR to Retain Some Share of EPC Scope $112 Gross Profit Adjustment $3 $25 $46 $71 $3 $67 $12 Other E&C Projects Awarded at Lower Margins in Place of Contract Awards 2 Foregone $37 $118 Revenue Adjustment ($52) ($228) ($418) ($571) Gross Profit Adjustment (3) (11) (21) (29) $75 $22 Total Gross Profit Foregone $22 $112 $204 $292 $60 $13 $9 2021E 2022E 2023E 2024E MENA EARC NCSA APAC 1. Assumes that MDR will lose efficiency and margin on existing projects from the loss of Technology 2. Assumes that MDR reallocates its resources from loss of Technology pull through projects and secures 25% of revenue foregone at a margin of 5.0% (which is below currently anticipated margins) 14 Private and Confidential

Confidential Assessing Impact of Potential Changes in Technology Pull-through Qualitative Assessment if MDR Losses EPC Pull-through NCSA n Would continue to pursue EPC projects in area since it has a more established track record n Any project wins would be secured on a more competitive basis and at a lower margin EARC n Heavily dependent on Technology pull-through projects, with projects forecasted past 2020 being significantly impacted n Revenue from downstream-related projects would be significantly reduced MENA n Limited track record for EPC projects and those forecasted through 2020 that are already under development would not likely be impacted n Ability to qualify for future bids will largely depend on the execution track record of current projects, and any project wins would be secured on a more competitive basis and at a lower margin APAC n Limited meaningful historical track record to support current position without benefit of Technology n Strategy for bids slated in 2020 to allow opportunity to gain stronger foothold, though opportunity will be driven by qualification and project access which will lead to reduced ability to win work Illustrative Scale of Ability to Protect Pull-through Through Commercial Arrangement Current Partner (i,e. Financial Catalyst Controls Equipment Customer / EPC Chevron / Sponsor Manufacturer Manufacturer Manufacturer Operator Companies CLG) 15 Private and ConfidentialConfidential Assessing Impact of Potential Changes in Technology Pull-through Qualitative Assessment if MDR Losses EPC Pull-through NCSA n Would continue to pursue EPC projects in area since it has a more established track record n Any project wins would be secured on a more competitive basis and at a lower margin EARC n Heavily dependent on Technology pull-through projects, with projects forecasted past 2020 being significantly impacted n Revenue from downstream-related projects would be significantly reduced MENA n Limited track record for EPC projects and those forecasted through 2020 that are already under development would not likely be impacted n Ability to qualify for future bids will largely depend on the execution track record of current projects, and any project wins would be secured on a more competitive basis and at a lower margin APAC n Limited meaningful historical track record to support current position without benefit of Technology n Strategy for bids slated in 2020 to allow opportunity to gain stronger foothold, though opportunity will be driven by qualification and project access which will lead to reduced ability to win work Illustrative Scale of Ability to Protect Pull-through Through Commercial Arrangement Current Partner (i,e. Financial Catalyst Controls Equipment Customer / EPC Chevron / Sponsor Manufacturer Manufacturer Manufacturer Operator Companies CLG) 15 Private and Confidential

Confidential I Segment Overview II Restructuring Alternatives III Conclusion Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and ConfidentialConfidential I Segment Overview II Restructuring Alternatives III Conclusion Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential

Confidential Restructuring Scenarios n MDR and its advisors have prepared three scenarios estimating the quantum of funding necessary to facilitate a chapter 11 filing of MDR (“DIP Financing”) n The materials review and compare three alternatives: „ Scenario 1: Pre-arranged restructuring with first lien lenders (six to nine months duration) „ Scenario 2: Pre-packaged restructuring with first lien lenders (four to six months duration) „ Scenario 3: Pre-packaged restructuring with first lien lenders and bondholders (two to three months duration) „ These three scenarios assume no operational restructuring or impairment of trade creditors n MDR and its advisors evaluated the cash needs of the business taking into consideration impacts related to a chapter 11 filing including: „ Impact on customers, current projects and future bookings „ Costs associated with vendor payments and potential contraction in payment terms „ Administrative costs „ Incremental retention costs „ Impact on credit support for sureties/bilateral L/C’s, and secured L/C’s 16 Private and ConfidentialConfidential Restructuring Scenarios n MDR and its advisors have prepared three scenarios estimating the quantum of funding necessary to facilitate a chapter 11 filing of MDR (“DIP Financing”) n The materials review and compare three alternatives: „ Scenario 1: Pre-arranged restructuring with first lien lenders (six to nine months duration) „ Scenario 2: Pre-packaged restructuring with first lien lenders (four to six months duration) „ Scenario 3: Pre-packaged restructuring with first lien lenders and bondholders (two to three months duration) „ These three scenarios assume no operational restructuring or impairment of trade creditors n MDR and its advisors evaluated the cash needs of the business taking into consideration impacts related to a chapter 11 filing including: „ Impact on customers, current projects and future bookings „ Costs associated with vendor payments and potential contraction in payment terms „ Administrative costs „ Incremental retention costs „ Impact on credit support for sureties/bilateral L/C’s, and secured L/C’s 16 Private and Confidential

Confidential Potential Impact of a Bankruptcy on the Financial Projections ($ in millions) Maximizing consensus and minimizing case timeline will substantially mitigate business disruption and value loss from any bankruptcy process n The analysis below illustrates the impact that a bankruptcy filing would have on the Financing Case under three scenarios: „ Pre-Packaged Case (2 – 3 months duration): Pre-packaged bankruptcy with full support from first lien lenders and bondholders „ Pre-Packaged with First Lien Case (4 – 6 months duration): Pre-packaged bankruptcy with support from first lien lenders, but no agreement with bondholders „ Pre-Arranged (6 – 9 months duration): Pre-arranged bankruptcy with support from first lien lenders, but no agreement with bondholders New Order Awards Adj. EBITDA Book % 1.4x 1.2x 0.9x 0.6x 1.3x 1.3x 1.3x 1.5x 8% 7% 6% 5% 9% 9% 8% 8% to Bill Margin New Orders Adj. EBITDA ($4,947) ($9,291) ($12,609) ($1,477) ($4,572) ($7,070) ($261) ($414) ($564) ($131) ($378) ($656) Lost Lost $19,012 $1,297 $17,515 $17,535 $1,167 $14,440 $975 $919 $12,567 $11,943 $714 $642 $8,224 $561 $410 $4,906 2020E 2021E 2020E 2021E Various Bankruptcy Filing Scenarios Financing Case Pre-Packaged Case Pre-Packaged with First Lien Pre-Arranged 17 Private and ConfidentialConfidential Potential Impact of a Bankruptcy on the Financial Projections ($ in millions) Maximizing consensus and minimizing case timeline will substantially mitigate business disruption and value loss from any bankruptcy process n The analysis below illustrates the impact that a bankruptcy filing would have on the Financing Case under three scenarios: „ Pre-Packaged Case (2 – 3 months duration): Pre-packaged bankruptcy with full support from first lien lenders and bondholders „ Pre-Packaged with First Lien Case (4 – 6 months duration): Pre-packaged bankruptcy with support from first lien lenders, but no agreement with bondholders „ Pre-Arranged (6 – 9 months duration): Pre-arranged bankruptcy with support from first lien lenders, but no agreement with bondholders New Order Awards Adj. EBITDA Book % 1.4x 1.2x 0.9x 0.6x 1.3x 1.3x 1.3x 1.5x 8% 7% 6% 5% 9% 9% 8% 8% to Bill Margin New Orders Adj. EBITDA ($4,947) ($9,291) ($12,609) ($1,477) ($4,572) ($7,070) ($261) ($414) ($564) ($131) ($378) ($656) Lost Lost $19,012 $1,297 $17,515 $17,535 $1,167 $14,440 $975 $919 $12,567 $11,943 $714 $642 $8,224 $561 $410 $4,906 2020E 2021E 2020E 2021E Various Bankruptcy Filing Scenarios Financing Case Pre-Packaged Case Pre-Packaged with First Lien Pre-Arranged 17 Private and Confidential

Confidential ($ in millions) Summary of Illustrative Secured Debt Equitization Analysis 1 Pre-Packaged with First Lien filing scenario MDR Less Technology and 2 2 MDR Consolidated MDR Less Technology 2 Tanks 2021E $919 $660 $544 EBITDA $745 % Cash / Debt 3 2% 45% 53% Recovery $5,130 $1,477 $1,717 $3,140 $3,140 $3,140 $3,088 $1,088 $1,321 $2,820 $2,528 $2,348 $2,298 $2,245 $2,245 $2,245 $1,250 Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Post-Reorganization Net Proceeds Pre-Petition Debt 4 Equity Recovery Size of DIP Amount of Equitization Debt Capacity from Segment Sales 1. See following pages for additional details 2. Based on a Pre-Packaged with First Lien filing scenario 3. Cash / Debt Recovery equals the sum of asset sale proceeds and Post-Reorganization debt capacity less DIP quantum, divided by Pre-Petition First Lien debt 4. Sale of Technology and Tanks for gross proceeds of $2,500 million and $500 million, respectively (fees assumed to be 2.5% of transaction value); assumes tax leakage of $90 million and $15 million from sale of Technology and Tanks, respectively 18 Private and ConfidentialConfidential ($ in millions) Summary of Illustrative Secured Debt Equitization Analysis 1 Pre-Packaged with First Lien filing scenario MDR Less Technology and 2 2 MDR Consolidated MDR Less Technology 2 Tanks 2021E $919 $660 $544 EBITDA $745 % Cash / Debt 3 2% 45% 53% Recovery $5,130 $1,477 $1,717 $3,140 $3,140 $3,140 $3,088 $1,088 $1,321 $2,820 $2,528 $2,348 $2,298 $2,245 $2,245 $2,245 $1,250 Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Post-Reorganization Net Proceeds Pre-Petition Debt 4 Equity Recovery Size of DIP Amount of Equitization Debt Capacity from Segment Sales 1. See following pages for additional details 2. Based on a Pre-Packaged with First Lien filing scenario 3. Cash / Debt Recovery equals the sum of asset sale proceeds and Post-Reorganization debt capacity less DIP quantum, divided by Pre-Petition First Lien debt 4. Sale of Technology and Tanks for gross proceeds of $2,500 million and $500 million, respectively (fees assumed to be 2.5% of transaction value); assumes tax leakage of $90 million and $15 million from sale of Technology and Tanks, respectively 18 Private and Confidential

Confidential ($ in millions) Summary of Illustrative Secured Debt Equitization Analysis (cont’d) 1 Pre-Packaged filing scenario MDR Less Technology and 2 2 MDR Consolidated MDR Less Technology 2 Tanks 2021E $1,167 $890 $749 EBITDA $745 % Cash / Debt 3 26% 65% 71% Recovery $5,130 $922 $1,112 $2,324 $3,140 $3,140 $3,140 $1,498 $1,781 $2,917 $2,820 $2,528 $2,348 $2,100 $2,100 $2,100 $1,250 Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Post-Reorganization Net Proceeds Pre-Petition Debt 4 Equity Recovery Size of DIP Amount of Equitization Debt Capacity from Segment Sales 1. See following pages for additional details 2. Based on a Pre-Packaged filing scenario 3. Cash / Debt Recovery equals the sum of asset sale proceeds and Post-Reorganization debt capacity less DIP quantum, divided by Pre-Petition First Lien debt 4. Sale of Technology and Tanks for gross proceeds of $2,500 million and $500 million, respectively (fees assumed to be 2.5% of transaction value); assumes tax leakage of $90 million and $15 million from sale of Technology and Tanks, respectively 19 Private and ConfidentialConfidential ($ in millions) Summary of Illustrative Secured Debt Equitization Analysis (cont’d) 1 Pre-Packaged filing scenario MDR Less Technology and 2 2 MDR Consolidated MDR Less Technology 2 Tanks 2021E $1,167 $890 $749 EBITDA $745 % Cash / Debt 3 26% 65% 71% Recovery $5,130 $922 $1,112 $2,324 $3,140 $3,140 $3,140 $1,498 $1,781 $2,917 $2,820 $2,528 $2,348 $2,100 $2,100 $2,100 $1,250 Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Secured Debt Pro Forma Post-Reorganization Net Proceeds Pre-Petition Debt 4 Equity Recovery Size of DIP Amount of Equitization Debt Capacity from Segment Sales 1. See following pages for additional details 2. Based on a Pre-Packaged filing scenario 3. Cash / Debt Recovery equals the sum of asset sale proceeds and Post-Reorganization debt capacity less DIP quantum, divided by Pre-Petition First Lien debt 4. Sale of Technology and Tanks for gross proceeds of $2,500 million and $500 million, respectively (fees assumed to be 2.5% of transaction value); assumes tax leakage of $90 million and $15 million from sale of Technology and Tanks, respectively 19 Private and Confidential

Confidential DIP Facility Sizing Considerations n The analyses evaluate the DIP financing requirements under different bankruptcy scenarios, including: 1 Pre-arranged bankruptcy with support from first lien lenders but no agreement with bondholders Scenario 1 2 Pre-packaged bankruptcy with support from first lien lenders but no agreement with bondholders Scenario 2 3 Pre-packaged bankruptcy with full support from first lien lenders and bondholders Scenario 3 n A high/low range of DIP financing requirements has been developed for each scenario to account for duration, complexity, and business impacts n Key factors affecting DIP financing requirements under each scenario include: 1. Customer Factors ● Risk of loss of current backlog and future project awards due to uncertainty, regarding duration and outcome 2. Vendor Factors ● Risk of contraction of payment terms ● Material 1st day relief for key vendors including: foreign vendors; labor sub-contractors; vendors with lien rights; and vendors with specialized skills or materials 3. Chapter 11 Administration Factors ● Case administration costs due to size, complexity, and numerous cross-border issues 4. Liquidity Management Factors ● Impact of surety bonds, bi-lateral agreements (“bi-lateral L/Cs”), and letters of credit (“L/C”) ● Cash held in reserve by bi-lateral L/C counterparties and customers ● Risk of additional “trapped” foreign cash; ability to fund non-guarantors 5. Employee Factors ● Cost to retain employees given risk of attrition from uncertainty and loss of project scopes 20 Private and ConfidentialConfidential DIP Facility Sizing Considerations n The analyses evaluate the DIP financing requirements under different bankruptcy scenarios, including: 1 Pre-arranged bankruptcy with support from first lien lenders but no agreement with bondholders Scenario 1 2 Pre-packaged bankruptcy with support from first lien lenders but no agreement with bondholders Scenario 2 3 Pre-packaged bankruptcy with full support from first lien lenders and bondholders Scenario 3 n A high/low range of DIP financing requirements has been developed for each scenario to account for duration, complexity, and business impacts n Key factors affecting DIP financing requirements under each scenario include: 1. Customer Factors ● Risk of loss of current backlog and future project awards due to uncertainty, regarding duration and outcome 2. Vendor Factors ● Risk of contraction of payment terms ● Material 1st day relief for key vendors including: foreign vendors; labor sub-contractors; vendors with lien rights; and vendors with specialized skills or materials 3. Chapter 11 Administration Factors ● Case administration costs due to size, complexity, and numerous cross-border issues 4. Liquidity Management Factors ● Impact of surety bonds, bi-lateral agreements (“bi-lateral L/Cs”), and letters of credit (“L/C”) ● Cash held in reserve by bi-lateral L/C counterparties and customers ● Risk of additional “trapped” foreign cash; ability to fund non-guarantors 5. Employee Factors ● Cost to retain employees given risk of attrition from uncertainty and loss of project scopes 20 Private and Confidential

Confidential Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) General Assumptions: n Unadjusted, base case projections derived from: n the 13-week forecast for December 2019 and n the financing case model for 2020, adjusted to incorporate the superpriority financing Base Case Projections n No adjustments incorporated specifically for business degradation due to current financial condition n Base case assumes no material change to current vendor payments terms (invoice DPO of ~75 days) which is unsustainable n Analysis does not incorporate any fees or interest expense for the DIP facility „ All DIP fees and interest expense would be incremental to the indicated DIP facility sizes n Assumes interest on prepetition secured facilities, including the superpriority facility, paid at current rates (no Interest and Fees incremental adequate protection) n No interest payments to bonds n Duration of the chapter 11 case ranges from 2 – 9 months depending on the scenario n Potential loss of projects and future orders derived on a region-by-region, project-by-project review n Minimum liquidity of $450 million to account for working capital swings and other business impacts n Assumes JV, captive and country cash balance requirements of ~$450 million Case n Assumes no divestitures or material operational restructuring (e.g., project shutdown / contract rejections) Assumptions n Assumes continued access to the global cash management system n Assumes no cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties n Assumes no incremental L/Cs contemplated other than the L/C needs reflected in the financing case model n No assumptions made for exit capital structure or other operating assumptions Emergence 21 Private and ConfidentialConfidential Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) General Assumptions: n Unadjusted, base case projections derived from: n the 13-week forecast for December 2019 and n the financing case model for 2020, adjusted to incorporate the superpriority financing Base Case Projections n No adjustments incorporated specifically for business degradation due to current financial condition n Base case assumes no material change to current vendor payments terms (invoice DPO of ~75 days) which is unsustainable n Analysis does not incorporate any fees or interest expense for the DIP facility „ All DIP fees and interest expense would be incremental to the indicated DIP facility sizes n Assumes interest on prepetition secured facilities, including the superpriority facility, paid at current rates (no Interest and Fees incremental adequate protection) n No interest payments to bonds n Duration of the chapter 11 case ranges from 2 – 9 months depending on the scenario n Potential loss of projects and future orders derived on a region-by-region, project-by-project review n Minimum liquidity of $450 million to account for working capital swings and other business impacts n Assumes JV, captive and country cash balance requirements of ~$450 million Case n Assumes no divestitures or material operational restructuring (e.g., project shutdown / contract rejections) Assumptions n Assumes continued access to the global cash management system n Assumes no cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties n Assumes no incremental L/Cs contemplated other than the L/C needs reflected in the financing case model n No assumptions made for exit capital structure or other operating assumptions Emergence 21 Private and Confidential

Confidential ($ in millions) Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) 1 2 3 Pre-Packaged Filing with First Pre-Packaged Filing with First Pre-Arranged Filing Lien Lien and Bonds n Duration: 6-9 month processn Duration: 4-6 month processn Duration: 2-3 month process „ Filing on 12/01/19„ Filing on 12/01/19„ Filing on 01/31/20 n Support agreement (RSA) with first lien lenders n Pre-packaged filing with First Lien lenders (but n Pre-packaged filing with First Lien lenders and General but no substantive agreement with bonds not bondholders) bondholders (fully consensual) Assumptions n No operational restructuringn Pre-solicited to provide better messaging, but n Fully consensual, pre-solicited plan disputes likely with bonds n No operational restructuring n No operational restructuring n Most new orders at risk during casen Most new orders at risk during case, but shorter n Shorter case and better messaging results in case and improved retention of existing fewer lost orders and better project retention n Slow recovery of pipeline after emergence (9+ Customers months)n Significant lag in recovery, but quicker than n Faster backlog recovery and recovery starts Scenario 1 sooner n First Day vendor payments to include the ‘high-n First Day vendor payments to include all of the n Assumes “all-trade” order, allowing trade risk’ outstanding A/P (low impact 10% ‘high-risk’ outstanding A/P (low impact 10% vendors to be paid in the ordinary course, reduction) reduction) including on pre-petition balances n Post-petition A/P term contraction from 54 to 30 n Post-petition A/P term contraction from 54 to 30 n Accelerated pre-petition A/P paydown on Vendors days (35 days in low impact case) days (35 days in low impact case) severely aged A/P of $450 million n Limited post-petition A/P term contraction from 54 to 45 days (50 days in low impact case) n Assumes employee retention costs n Assumes employee retention costs n Assumes employee retention costs Employees (KERP/KEIP) of $30 million (KERP/KEIP) of $30 million (KERP/KEIP) of $20 million (assumes previous retention payment prior to filing) Bi-lateral L/Cs, n No cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Suretiesn First two assumptions as Scenarios 1 and 2 1 Surety Bonds, n 100% of new Secured L/Cs, step-ups and renewals must be issued under the DIP facilityn Continue to renew and issue new bi-lateral LCs 1 and sureties under existing facilities n 100% of bi-lateral L/Cs and sureties that expire and are renewing must be cash collateralized & Secured L/Cs n $20 million to $25 million per month Admin. Costs n Super-priority financing of $650 million received n Super-priority financing of $650 million received n Super-priority financing of $1.15 billion received Pre-petition ($550 million TL; $100 million LCF) ($550 million TL; $100 million LCF) ($950 million TL; $200 million LCF) Debt n Tranche 2, 3 and 4 for $1.05 billion not receivedn Tranche 2, 3 and 4 for $1.05 billion not receivedn Tranche 4 for $550 million not received 1. If permitted by the DIP lenders 22 Private and ConfidentialConfidential ($ in millions) Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) 1 2 3 Pre-Packaged Filing with First Pre-Packaged Filing with First Pre-Arranged Filing Lien Lien and Bonds n Duration: 6-9 month processn Duration: 4-6 month processn Duration: 2-3 month process „ Filing on 12/01/19„ Filing on 12/01/19„ Filing on 01/31/20 n Support agreement (RSA) with first lien lenders n Pre-packaged filing with First Lien lenders (but n Pre-packaged filing with First Lien lenders and General but no substantive agreement with bonds not bondholders) bondholders (fully consensual) Assumptions n No operational restructuringn Pre-solicited to provide better messaging, but n Fully consensual, pre-solicited plan disputes likely with bonds n No operational restructuring n No operational restructuring n Most new orders at risk during casen Most new orders at risk during case, but shorter n Shorter case and better messaging results in case and improved retention of existing fewer lost orders and better project retention n Slow recovery of pipeline after emergence (9+ Customers months)n Significant lag in recovery, but quicker than n Faster backlog recovery and recovery starts Scenario 1 sooner n First Day vendor payments to include the ‘high-n First Day vendor payments to include all of the n Assumes “all-trade” order, allowing trade risk’ outstanding A/P (low impact 10% ‘high-risk’ outstanding A/P (low impact 10% vendors to be paid in the ordinary course, reduction) reduction) including on pre-petition balances n Post-petition A/P term contraction from 54 to 30 n Post-petition A/P term contraction from 54 to 30 n Accelerated pre-petition A/P paydown on Vendors days (35 days in low impact case) days (35 days in low impact case) severely aged A/P of $450 million n Limited post-petition A/P term contraction from 54 to 45 days (50 days in low impact case) n Assumes employee retention costs n Assumes employee retention costs n Assumes employee retention costs Employees (KERP/KEIP) of $30 million (KERP/KEIP) of $30 million (KERP/KEIP) of $20 million (assumes previous retention payment prior to filing) Bi-lateral L/Cs, n No cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Suretiesn First two assumptions as Scenarios 1 and 2 1 Surety Bonds, n 100% of new Secured L/Cs, step-ups and renewals must be issued under the DIP facilityn Continue to renew and issue new bi-lateral LCs 1 and sureties under existing facilities n 100% of bi-lateral L/Cs and sureties that expire and are renewing must be cash collateralized & Secured L/Cs n $20 million to $25 million per month Admin. Costs n Super-priority financing of $650 million received n Super-priority financing of $650 million received n Super-priority financing of $1.15 billion received Pre-petition ($550 million TL; $100 million LCF) ($550 million TL; $100 million LCF) ($950 million TL; $200 million LCF) Debt n Tranche 2, 3 and 4 for $1.05 billion not receivedn Tranche 2, 3 and 4 for $1.05 billion not receivedn Tranche 4 for $550 million not received 1. If permitted by the DIP lenders 22 Private and Confidential

Confidential ($ in millions) Estimated DIP Size – Illustrative High & Low Impact Cases ($ Millions) Scenario 1 Scenario 2 Scenario 3 st Pre-Arranged Filing Pre-Packaged w/ First Liens Pre-Packaged w/ 1 L & Bonds DIP Sizing Analysis High Low High Low High Low Cash DIP Need 1 Base Case Net Cash Need (Liquidity Low Point) $ ( 790) $ (790) $ ( 790) $ ( 750) $ (430) $ (420) Chapter 11 Adjustments: 2 Remove Unsecured Note Cash Interest (May '20) 70 70 70 - - - 3 Reduction in Backlog & New Orders (Cash Flow (400) ( 240) (290) (100) (180) ( 100) Impact) (1) 4 (440) (200) (440) (200) ( 550) (500) Vendor Costs 5 Employee Retention ( 30) ( 30) (30) (30) ( 20) ( 20) 6 Bankruptcy Administration Costs ( 230) (120) ( 150) ( 80) ( 80) (40) 7 Timing Adjustment for Liquidity Trough (Cash) 120 - - - 20 - Implied Cash Need from DIP $ (1,700) $ (1,300) $ (1,600) $ (1,200) $ (1,200) $ (1,100) L/C DIP Need 8 Base Case Net L/C Financing Requirement $ (22) $ - $ - $ - $ - $ - Chapter 11 Adjustments: 9 Reduction in Backlog & New Orders (L/C Impact) 600 490 390 150 70 40 (2) 10 ( 2,170) (1,840) (1,840) (710) ( 500) (210) Surety / LC Impacts 11 Timing Adjustment for Liquidity Trough (L/Cs) 20 - - - - - Implied L/C Need from DIP $ (1,600) $ (1,400) $ (1,500) $ (600) $ (400) $ (200) Total Implied DIP Sizing Need $ (3,300) $ (2,700) $ (3,100) $ (1,800) $ (1,600) $ (1,300) Prepetition Superpriority Facility Cash Amount (550) (550) (550) (550) (950) (950) Prepetition Superpriority Facility L/C Amount (100) (100) (100) (100) (200) (200) Total DIP Need and Prepetition Superpriority Balance $ (3,950) $ (3,350) $ (3,750) $ (2,450) $ (2,750) $ (2,450) Payment of Remaining Prepetition A/P at Emergence (250) (340) (250) (340) - - Total DIP, Superpriority & Prepetition A/P Paydown $ (4,200) $ (3,690) $ (4,000) $ (2,790) $ (2,750) $ (2,450) (1) Includes impact of Automatic Stay, 1st Day Vendor Payments, Post-Petition Contraction and Normalized Aged Payables (2) Includes impact from Secured L/Cs, Bi-Lateral L/Cs and Surety Bonds 23 Private and ConfidentialConfidential ($ in millions) Estimated DIP Size – Illustrative High & Low Impact Cases ($ Millions) Scenario 1 Scenario 2 Scenario 3 st Pre-Arranged Filing Pre-Packaged w/ First Liens Pre-Packaged w/ 1 L & Bonds DIP Sizing Analysis High Low High Low High Low Cash DIP Need 1 Base Case Net Cash Need (Liquidity Low Point) $ ( 790) $ (790) $ ( 790) $ ( 750) $ (430) $ (420) Chapter 11 Adjustments: 2 Remove Unsecured Note Cash Interest (May '20) 70 70 70 - - - 3 Reduction in Backlog & New Orders (Cash Flow (400) ( 240) (290) (100) (180) ( 100) Impact) (1) 4 (440) (200) (440) (200) ( 550) (500) Vendor Costs 5 Employee Retention ( 30) ( 30) (30) (30) ( 20) ( 20) 6 Bankruptcy Administration Costs ( 230) (120) ( 150) ( 80) ( 80) (40) 7 Timing Adjustment for Liquidity Trough (Cash) 120 - - - 20 - Implied Cash Need from DIP $ (1,700) $ (1,300) $ (1,600) $ (1,200) $ (1,200) $ (1,100) L/C DIP Need 8 Base Case Net L/C Financing Requirement $ (22) $ - $ - $ - $ - $ - Chapter 11 Adjustments: 9 Reduction in Backlog & New Orders (L/C Impact) 600 490 390 150 70 40 (2) 10 ( 2,170) (1,840) (1,840) (710) ( 500) (210) Surety / LC Impacts 11 Timing Adjustment for Liquidity Trough (L/Cs) 20 - - - - - Implied L/C Need from DIP $ (1,600) $ (1,400) $ (1,500) $ (600) $ (400) $ (200) Total Implied DIP Sizing Need $ (3,300) $ (2,700) $ (3,100) $ (1,800) $ (1,600) $ (1,300) Prepetition Superpriority Facility Cash Amount (550) (550) (550) (550) (950) (950) Prepetition Superpriority Facility L/C Amount (100) (100) (100) (100) (200) (200) Total DIP Need and Prepetition Superpriority Balance $ (3,950) $ (3,350) $ (3,750) $ (2,450) $ (2,750) $ (2,450) Payment of Remaining Prepetition A/P at Emergence (250) (340) (250) (340) - - Total DIP, Superpriority & Prepetition A/P Paydown $ (4,200) $ (3,690) $ (4,000) $ (2,790) $ (2,750) $ (2,450) (1) Includes impact of Automatic Stay, 1st Day Vendor Payments, Post-Petition Contraction and Normalized Aged Payables (2) Includes impact from Secured L/Cs, Bi-Lateral L/Cs and Surety Bonds 23 Private and Confidential

Confidential Customer Impact – Potential Impact to Future Value n The impact of a chapter 11 filing is directly related to level of consensus with constituents. Less consensus may result in: „ Higher risk of relegation to ‘No-Bid’ lists during the case, particularly for government-owned entities „ Increase in competitors use of MDR’s financial situation as leverage in bidding work „ New EPC orders would be particularly vulnerable as these are capital intensive projects with a long-term duration, making customers more sensitive to the risk „ MDR anticipates a lower impact on new orders from Tech and Tanks due to the unique characteristics of these businesses (e.g., shorter, lower risk projects in Tanks; proprietary technology, and strong partnerships in Tech) n The potential impact, however, is expected to vary greatly based on the filing scenario, with a substantially lower impact in a prepackaged filing „ Under an pre-arranged chapter 11 filing, the 6 to 9 month case duration is expected to result in significant loss of new work during 2020 ● The recovery of backlog is expected to take time due to the long lead times for bidding and the reputational impact of the filing „ Under a pre-packaged chapter 11 with the First Lien Lenders, the shorter assumed duration (4 to 6 months) and better messaging would result in less lost work and better recovery of the pipeline „ Under a pre-packaged chapter 11 filing with an agreement with First Lien Lenders and Bonds, the risk to the Company’s backlog and pipeline would be lowest due to the much shorter case duration (2 to 3 months) and the strong messaging of a fully consensual deal with a defined timeline 24 Private and ConfidentialConfidential Customer Impact – Potential Impact to Future Value n The impact of a chapter 11 filing is directly related to level of consensus with constituents. Less consensus may result in: „ Higher risk of relegation to ‘No-Bid’ lists during the case, particularly for government-owned entities „ Increase in competitors use of MDR’s financial situation as leverage in bidding work „ New EPC orders would be particularly vulnerable as these are capital intensive projects with a long-term duration, making customers more sensitive to the risk „ MDR anticipates a lower impact on new orders from Tech and Tanks due to the unique characteristics of these businesses (e.g., shorter, lower risk projects in Tanks; proprietary technology, and strong partnerships in Tech) n The potential impact, however, is expected to vary greatly based on the filing scenario, with a substantially lower impact in a prepackaged filing „ Under an pre-arranged chapter 11 filing, the 6 to 9 month case duration is expected to result in significant loss of new work during 2020 ● The recovery of backlog is expected to take time due to the long lead times for bidding and the reputational impact of the filing „ Under a pre-packaged chapter 11 with the First Lien Lenders, the shorter assumed duration (4 to 6 months) and better messaging would result in less lost work and better recovery of the pipeline „ Under a pre-packaged chapter 11 filing with an agreement with First Lien Lenders and Bonds, the risk to the Company’s backlog and pipeline would be lowest due to the much shorter case duration (2 to 3 months) and the strong messaging of a fully consensual deal with a defined timeline 24 Private and Confidential

Confidential ($ in millions) Customer Impact Analysis n MDR and its advisors also assessed the impact on the business from lost orders during a chapter 11 filing under the scenarios noted previously n While MDR and its secured lenders are working collaboratively towards the most consensual solution possible, there is risk to enterprise value given the characteristics of the business, the nature of the projects, and the unique customer relationships n Based on discussions with each region, the table below summarizes the potential impact on revenue and future orders depending upon the chapter 11 filing scenario Illustrative Impact (TY'20 and TY'21) of Chapter 11 Filing Scenarios ($ Millions) Scenario 1 Scenario 2 Scenario 3 st Pre-Arranged Case Pre-Packaged w/ First Liens Pre-Packaged w/ 1 L & Bonds Area Revenue Orders Revenue Orders Revenue Orders 1 NCSA $ (2,617) $ (6,189) $ (1,600) $ (3,722) $ (891) $ (1,773) 2 EARC (844) (3,776) (819) (2,018) (221) (1,416) Revenue and order 3 MENA (5,672) (6,153) (2,257) (5,072) (1,059) (921) loss will have an impact on value and 4 APAC (1,598) (2,529) (1,399) (2,205) (803) (1,774) debt capacity 5 TECH (251) (292) (230) (270) (142) (165) 6 Tanks n/a (739) n/a (576) n/a (377) TOTAL $ (10,982) $ (19,679) $ (6,304) $ (13,864) $ (3,116) $ (6,425) n While Scenario 3 has the shortest duration in chapter 11, there remains a risk of some business loss given the nature of MDR’s business, although the loss is expected to be significantly smaller than the loss in the longer and less consensual scenarios 25 Private and ConfidentialConfidential ($ in millions) Customer Impact Analysis n MDR and its advisors also assessed the impact on the business from lost orders during a chapter 11 filing under the scenarios noted previously n While MDR and its secured lenders are working collaboratively towards the most consensual solution possible, there is risk to enterprise value given the characteristics of the business, the nature of the projects, and the unique customer relationships n Based on discussions with each region, the table below summarizes the potential impact on revenue and future orders depending upon the chapter 11 filing scenario Illustrative Impact (TY'20 and TY'21) of Chapter 11 Filing Scenarios ($ Millions) Scenario 1 Scenario 2 Scenario 3 st Pre-Arranged Case Pre-Packaged w/ First Liens Pre-Packaged w/ 1 L & Bonds Area Revenue Orders Revenue Orders Revenue Orders 1 NCSA $ (2,617) $ (6,189) $ (1,600) $ (3,722) $ (891) $ (1,773) 2 EARC (844) (3,776) (819) (2,018) (221) (1,416) Revenue and order 3 MENA (5,672) (6,153) (2,257) (5,072) (1,059) (921) loss will have an impact on value and 4 APAC (1,598) (2,529) (1,399) (2,205) (803) (1,774) debt capacity 5 TECH (251) (292) (230) (270) (142) (165) 6 Tanks n/a (739) n/a (576) n/a (377) TOTAL $ (10,982) $ (19,679) $ (6,304) $ (13,864) $ (3,116) $ (6,425) n While Scenario 3 has the shortest duration in chapter 11, there remains a risk of some business loss given the nature of MDR’s business, although the loss is expected to be significantly smaller than the loss in the longer and less consensual scenarios 25 Private and Confidential

Confidential Customer Impact – Illustrative Impact on 2020 and 2021 Project Gross Profit ($ in millions) Project Gross Profit (2020 - 2021) Variance vs Prior Traditional Ch 11 (10-07-19) ($ Millions) Scenario 1 Scenario 2 Scenario 3 Scenario 1 st Financing Case Pre-Arranged Case Pre-Packaged w/ First Lien Pre-Packaged w/ 1 L & Bonds Pre-Arranged Case Area TY'20 TY'21 TY'20 TY'21 TY'20 TY'21 TY'20 TY'21 1 NCSA $ 261 $ 451 $ 150 $ 288 $ 168 $ 371 $ 193 $ 421 2 EARC 120 189 88 113 91 116 106 174 3 MENA 446 434 154 142 273 321 355 396 4 APAC 128 141 56 52 59 65 75 112 5 TECH 282 351 226 316 234 316 249 334 TOTAL $ 1,238 $ 1,567 $ 674 $ 912 $ 824 $ 1,189 $ 977 $ 1,437 Percentage change vs Financing Case (%) -46% -42% -33% -24% -21% -8% n Based on input from each region, the projects in early stages or from new orders anticipated to be lost would likely impact a significant portion of the forecasted 2020 and 2021 Project Gross Profit under the different filing scenarios Source: Analysis based on information provided by MDR’s regions 26 Private and ConfidentialConfidential Customer Impact – Illustrative Impact on 2020 and 2021 Project Gross Profit ($ in millions) Project Gross Profit (2020 - 2021) Variance vs Prior Traditional Ch 11 (10-07-19) ($ Millions) Scenario 1 Scenario 2 Scenario 3 Scenario 1 st Financing Case Pre-Arranged Case Pre-Packaged w/ First Lien Pre-Packaged w/ 1 L & Bonds Pre-Arranged Case Area TY'20 TY'21 TY'20 TY'21 TY'20 TY'21 TY'20 TY'21 1 NCSA $ 261 $ 451 $ 150 $ 288 $ 168 $ 371 $ 193 $ 421 2 EARC 120 189 88 113 91 116 106 174 3 MENA 446 434 154 142 273 321 355 396 4 APAC 128 141 56 52 59 65 75 112 5 TECH 282 351 226 316 234 316 249 334 TOTAL $ 1,238 $ 1,567 $ 674 $ 912 $ 824 $ 1,189 $ 977 $ 1,437 Percentage change vs Financing Case (%) -46% -42% -33% -24% -21% -8% n Based on input from each region, the projects in early stages or from new orders anticipated to be lost would likely impact a significant portion of the forecasted 2020 and 2021 Project Gross Profit under the different filing scenarios Source: Analysis based on information provided by MDR’s regions 26 Private and Confidential

Confidential Customer Assistance Plan Excerpt for Lenders November 21, 2019 Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential Distribution limited to Board of Directors and Meeting Attendees. Private and ConfidentialConfidential Customer Assistance Plan Excerpt for Lenders November 21, 2019 Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential

Confidential Agenda 1. Executive Summary 2. Portfolio Review 27 Private and ConfidentialConfidential Agenda 1. Executive Summary 2. Portfolio Review 27 Private and Confidential

Confidential 1. Executive Summary Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and ConfidentialConfidential 1. Executive Summary Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential

Confidential Executive Summary n McDermott International, Inc. (“MDR” of the “Company”) continues to evaluate options and alternatives to enhance the value of its portfolio given the economic challenges it continues to face n Recognizing its liquidity and leverage challenges, the Company has developed a plan to stabilize and optimize its operations based on the following core strategic parameters: ● Protect profitable offshore portfolio and backlog ● Address operational risks in its onshore portfolio by − Exiting onshore Power segment − De-risking and managing LNG contract exposure − Refocusing around profitable downstream projects ● Proactively address cash negative projects (projects with contract value >$200MM) ● Exploring monetization of Technology and revisiting the sale of the Tanks business n Management has developed and is executing a plan to limit funding needs and de-risks the future enterprise, and address risks and required credit support to large early-stage onshore projects ● The Onshore project portfolio is large (over 40 projects in downstream LNG and power; more than 250 projects including Tanks) and a majority of projects are positive gross profit ● That said, management has identified nine projects with estimated negative cash flows to complete of ~$530MM and is committed to pursuing options to improve the liquidity of these contracts ▪ Of the nine projects, five have positive gross profits totaling more than $230MM ● Management is also exploring options to further de-risk two early stage LNG projects and the potential Woodfibre project with projected positive GP of ~$██MM n No material funding is projected to be used toward these projects during the Tranche B funding period ● Selected project portfolio is expected to be overall net cash flow positive during funding period ● Initiatives are being executed to attempt to address select projects with negative cash flows ● No funding is projected for early stage LNG projects while opportunities to de-risk are explored 28 Private and ConfidentialConfidential Executive Summary n McDermott International, Inc. (“MDR” of the “Company”) continues to evaluate options and alternatives to enhance the value of its portfolio given the economic challenges it continues to face n Recognizing its liquidity and leverage challenges, the Company has developed a plan to stabilize and optimize its operations based on the following core strategic parameters: ● Protect profitable offshore portfolio and backlog ● Address operational risks in its onshore portfolio by − Exiting onshore Power segment − De-risking and managing LNG contract exposure − Refocusing around profitable downstream projects ● Proactively address cash negative projects (projects with contract value >$200MM) ● Exploring monetization of Technology and revisiting the sale of the Tanks business n Management has developed and is executing a plan to limit funding needs and de-risks the future enterprise, and address risks and required credit support to large early-stage onshore projects ● The Onshore project portfolio is large (over 40 projects in downstream LNG and power; more than 250 projects including Tanks) and a majority of projects are positive gross profit ● That said, management has identified nine projects with estimated negative cash flows to complete of ~$530MM and is committed to pursuing options to improve the liquidity of these contracts ▪ Of the nine projects, five have positive gross profits totaling more than $230MM ● Management is also exploring options to further de-risk two early stage LNG projects and the potential Woodfibre project with projected positive GP of ~$██MM n No material funding is projected to be used toward these projects during the Tranche B funding period ● Selected project portfolio is expected to be overall net cash flow positive during funding period ● Initiatives are being executed to attempt to address select projects with negative cash flows ● No funding is projected for early stage LNG projects while opportunities to de-risk are explored 28 Private and Confidential

Confidential Selected Onshore Projects n Projects were identified based on significant projected negative cash flow or by virtue of being early-stage LNG projects n The objectives include (a) minimize cash burn on these projects over the next six weeks (tranche B funding period), (b) de-risk the LNG portfolio, and (c) improve overall economics/cash flows of cash flow negative projects n While the forecast suggests significant JV cash flow infusions to Cameron and Freeport, MDR’s plan is to minimize these outflows while negotiating with customers ($ in millions) As of 09/30/19 A/P From WE 12/06/19 to 01/10/20 Balance EAC Contract Value Backlog Outstanding Net Cash Flow # Project Name POC (%) Rev GP CF L/Cs Contingency 11/18/19 Receipts Vendor Pmts JV Infusions Net CF I. Power Projects Subtotal n/a 2,294 30 (49) 81 38 55 56 (56) - 0 II. Downstream Projects Subtotal n/a 2,436 125 (152) 289 86 62 81 ( 95) - (14) III. Late Stage LNG Projects Subtotal n/a 9,060 (935) (277) 644 79 7 41 ( 10) (54) (22) IV. Early Stage LNG Projects Subtotal n/a 6,201 430 406 265 272 7 54 (3) - 50 V. Offshore Projects Subtotal 46.5% 754 (27) (47) 63 11 51 60 (33) - 27 TOTAL n/a $ 20,744 $ (378) $ (119) $ 1 ,341 $ 486 $ 182 $ 291 $ (197) $ (54) $ 41 29 Private and ConfidentialConfidential Selected Onshore Projects n Projects were identified based on significant projected negative cash flow or by virtue of being early-stage LNG projects n The objectives include (a) minimize cash burn on these projects over the next six weeks (tranche B funding period), (b) de-risk the LNG portfolio, and (c) improve overall economics/cash flows of cash flow negative projects n While the forecast suggests significant JV cash flow infusions to Cameron and Freeport, MDR’s plan is to minimize these outflows while negotiating with customers ($ in millions) As of 09/30/19 A/P From WE 12/06/19 to 01/10/20 Balance EAC Contract Value Backlog Outstanding Net Cash Flow # Project Name POC (%) Rev GP CF L/Cs Contingency 11/18/19 Receipts Vendor Pmts JV Infusions Net CF I. Power Projects Subtotal n/a 2,294 30 (49) 81 38 55 56 (56) - 0 II. Downstream Projects Subtotal n/a 2,436 125 (152) 289 86 62 81 ( 95) - (14) III. Late Stage LNG Projects Subtotal n/a 9,060 (935) (277) 644 79 7 41 ( 10) (54) (22) IV. Early Stage LNG Projects Subtotal n/a 6,201 430 406 265 272 7 54 (3) - 50 V. Offshore Projects Subtotal 46.5% 754 (27) (47) 63 11 51 60 (33) - 27 TOTAL n/a $ 20,744 $ (378) $ (119) $ 1 ,341 $ 486 $ 182 $ 291 $ (197) $ (54) $ 41 29 Private and Confidential

Confidential Overall Risk Mitigation Levers McDermott is actively pursuing two forms of mitigation levers n Cash Mitigation Levers: Requests to improve MDR’s financial position within the existing contract structure n Risk Mitigation / L/C Levers: Fundamental shifts in a contract’s structure or execution strategy that mitigate MDR’s risk exposure. Generally more difficult to obtain from a client, and requires board and, possibly, lender approval, to execute. Cash Relief Advance n Working with clients to arrange payments earlier than contractually required Payments n Increase in total contract revenue (not just advancing existing revenue) Contract n Change Orders: Increases due to permitted reasons under the contract, such as weather, additional work, & certain unforeseen changes Price n Direct Vendor Payments: Payments made to vendors that do not result in a reduction in contract price, uncommon but easier for clients to Adjustments justify due to lien risk n Contracts generally have daily penalties for late completion of certain milestones (e.g., substantial or mechanical completion) that can be L/D Relief enforced or waived by clients n Recovery from JV partners JV Recovery Risk Mitigation / L/C Levers L/C Step- n Clients can voluntarily reduce/waive letter of credit requirements, and joint venture partners, subcontractors or down third parties can fund letter of credit requirements Contract n Assigning all, or a portion, of the contract risk and revenue to another party; generally requiring consent by other contractual parties Assignment Conversion from Lump n Converting to reimbursable model where revenue is at least equal to actual cost and potentially some margin Sum Reduction in n Agreement with JVs to reduce MDR percentage of liability in the joint venture, generally accompanied by a reduction in profit share JV Share percentage and scope of work 30 Private and ConfidentialConfidential Overall Risk Mitigation Levers McDermott is actively pursuing two forms of mitigation levers n Cash Mitigation Levers: Requests to improve MDR’s financial position within the existing contract structure n Risk Mitigation / L/C Levers: Fundamental shifts in a contract’s structure or execution strategy that mitigate MDR’s risk exposure. Generally more difficult to obtain from a client, and requires board and, possibly, lender approval, to execute. Cash Relief Advance n Working with clients to arrange payments earlier than contractually required Payments n Increase in total contract revenue (not just advancing existing revenue) Contract n Change Orders: Increases due to permitted reasons under the contract, such as weather, additional work, & certain unforeseen changes Price n Direct Vendor Payments: Payments made to vendors that do not result in a reduction in contract price, uncommon but easier for clients to Adjustments justify due to lien risk n Contracts generally have daily penalties for late completion of certain milestones (e.g., substantial or mechanical completion) that can be L/D Relief enforced or waived by clients n Recovery from JV partners JV Recovery Risk Mitigation / L/C Levers L/C Step- n Clients can voluntarily reduce/waive letter of credit requirements, and joint venture partners, subcontractors or down third parties can fund letter of credit requirements Contract n Assigning all, or a portion, of the contract risk and revenue to another party; generally requiring consent by other contractual parties Assignment Conversion from Lump n Converting to reimbursable model where revenue is at least equal to actual cost and potentially some margin Sum Reduction in n Agreement with JVs to reduce MDR percentage of liability in the joint venture, generally accompanied by a reduction in profit share JV Share percentage and scope of work 30 Private and Confidential

Confidential Contract Improvement Projections Summary of potential aggregate liquidity improvement customer asks identified by management ($ in millions) Gross Contemplated Customer Ask Incr. Contract Subtotal Cash Total Liquidity Project Price L/D Relief JV Recovery Improvement L/C Relief Relief Cameron LNG $ 50 $ 8 $ 50 $ 108 $ - $ 108 Freeport LNG - 16 - 16 - 16 Total Ethane Cracker 60 - - 60 59 119 Borstar Bay3 10 - - 10 - 10 Duke Asheville 25 - - 25 - 25 Tyra 110 - - 110 32 142 TOTAL (MDR Level) $ 255 $ 24 $ 50 $ 329 $ 91 $ 420 Additional Customer Ask: Entergy Projects* 50 - - 50 - 50 n The Company is currently developing a view toward the portion of the potential ask that can realistically be achieved n This analysis is complex given, among other things, the compressed timeline, multitude of stakeholders, complex project dynamics, and existing credit support in place ● Current expectations are that the amount that will be achieved will be significantly less than the overall ask The Company is already making progress with several projects and believes it can achieve liquidity improvements between $200MM - $300MM and continues to consider a number of other possible risk mitigation factors Source: Based on information provided by MDR’s management 31 Private and ConfidentialConfidential Contract Improvement Projections Summary of potential aggregate liquidity improvement customer asks identified by management ($ in millions) Gross Contemplated Customer Ask Incr. Contract Subtotal Cash Total Liquidity Project Price L/D Relief JV Recovery Improvement L/C Relief Relief Cameron LNG $ 50 $ 8 $ 50 $ 108 $ - $ 108 Freeport LNG - 16 - 16 - 16 Total Ethane Cracker 60 - - 60 59 119 Borstar Bay3 10 - - 10 - 10 Duke Asheville 25 - - 25 - 25 Tyra 110 - - 110 32 142 TOTAL (MDR Level) $ 255 $ 24 $ 50 $ 329 $ 91 $ 420 Additional Customer Ask: Entergy Projects* 50 - - 50 - 50 n The Company is currently developing a view toward the portion of the potential ask that can realistically be achieved n This analysis is complex given, among other things, the compressed timeline, multitude of stakeholders, complex project dynamics, and existing credit support in place ● Current expectations are that the amount that will be achieved will be significantly less than the overall ask The Company is already making progress with several projects and believes it can achieve liquidity improvements between $200MM - $300MM and continues to consider a number of other possible risk mitigation factors Source: Based on information provided by MDR’s management 31 Private and Confidential

Confidential Risk Mitigation Assessment for LNG Portfolio MDR has preliminarily assessed potential risk mitigations across its LNG portfolio and believes that there are some opportunities Project Cameron Freeport Golden Pass Mozambique Woodfibre Conversion to Reimbursable Conversion to Flat Fee Assumption by Third Party Assumption by Existing JV Member Reduction of JV Liability Share Source: Based on information provided by MDR’s management 32 Private and ConfidentialConfidential Risk Mitigation Assessment for LNG Portfolio MDR has preliminarily assessed potential risk mitigations across its LNG portfolio and believes that there are some opportunities Project Cameron Freeport Golden Pass Mozambique Woodfibre Conversion to Reimbursable Conversion to Flat Fee Assumption by Third Party Assumption by Existing JV Member Reduction of JV Liability Share Source: Based on information provided by MDR’s management 32 Private and Confidential

Confidential 2. Portfolio Review Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and ConfidentialConfidential 2. Portfolio Review Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential

Confidential Onshore Portfolio Summary Onshore portfolio is comprised of over 40 onshore projects (plus ~240 Tanks projects) with a total backlog of US ~$10Bn and est. GP of $780MM Number of Projects by Product Backlog by Product Line GP by Product Line (US $MM) Contingency by Product Line Line (US $Bn) (US $MM) Downstream Power Power Storage Storage LNG 9% 7% 3% 18% 4% 4% Storage Power 12% 3% Power 3% Downstream 30% Downstream LNG 22% 59% LNG Storage Downstream LNG 63% 84% 55% 24% Total: 280 projects Total: $10Bn Total: $780MM Total: $590MM Source: Based on information provided by MDR’s management Primary Onshore product lines are: LNG, Downstream / Petrochemical, Storage (Tanks), and Power § MDR primarily performs lump sum turn key (LSTK) contracts, providing engineering, procurement and construction (EPC) § In LSTK EPC contracts, MDR performs detail engineering, procures all materials, and constructs a project for a lump sum § MDR’s risk profile in LSTK EPC contracts (other than Storage) is based upon a variety of factors, including § Knowledge of the project’s preliminary design work (known as front end engineering design or FEED) § Whether its scope ends at construction or extends to commissioning and start up § Its execution strategy: subcontracting vs. direct hire; modularization vs. stick building at site; sole contractor vs. joint § venture, etc. Less frequently, MDR is engaged on a reimbursable basis (or perhaps a hybrid structure with some scope on lump sum and § remainder on reimbursable), or to perform only a discrete scope, not the full EPC 33 Private and ConfidentialConfidential Onshore Portfolio Summary Onshore portfolio is comprised of over 40 onshore projects (plus ~240 Tanks projects) with a total backlog of US ~$10Bn and est. GP of $780MM Number of Projects by Product Backlog by Product Line GP by Product Line (US $MM) Contingency by Product Line Line (US $Bn) (US $MM) Downstream Power Power Storage Storage LNG 9% 7% 3% 18% 4% 4% Storage Power 12% 3% Power 3% Downstream 30% Downstream LNG 22% 59% LNG Storage Downstream LNG 63% 84% 55% 24% Total: 280 projects Total: $10Bn Total: $780MM Total: $590MM Source: Based on information provided by MDR’s management Primary Onshore product lines are: LNG, Downstream / Petrochemical, Storage (Tanks), and Power § MDR primarily performs lump sum turn key (LSTK) contracts, providing engineering, procurement and construction (EPC) § In LSTK EPC contracts, MDR performs detail engineering, procures all materials, and constructs a project for a lump sum § MDR’s risk profile in LSTK EPC contracts (other than Storage) is based upon a variety of factors, including § Knowledge of the project’s preliminary design work (known as front end engineering design or FEED) § Whether its scope ends at construction or extends to commissioning and start up § Its execution strategy: subcontracting vs. direct hire; modularization vs. stick building at site; sole contractor vs. joint § venture, etc. Less frequently, MDR is engaged on a reimbursable basis (or perhaps a hybrid structure with some scope on lump sum and § remainder on reimbursable), or to perform only a discrete scope, not the full EPC 33 Private and Confidential

Confidential Offshore Portfolio Summary Offshore portfolio is comprised of more than 70 projects with a total backlog of US ~$9Bn and est. GP of $500MM Number of Projects by Area Backlog by Area (US $Bn) GP by Area (US $MM) Contingency (US $MM) NCSA NCSA 6% EARC EARC 25% APAC APAC APAC 11% 0% 17% 26% 21% NCSA 3% EARC 3% MENA 71% MENA 66% MENA Offshore 51% 100% Total: 70 projects Total: $9Bn Total: $500MM Total: $600MM Source: Based on information provided by MDR’s management Contract types: lump sum, turnkey (LSTK), unit rates, reimbursable, Hybrid: consisting of a mix of lump sum and cost plus or § reimbursable elements Scope provided by MDR can be: § Services Only (e.g. engineering). Lowest level of risk; Limit risk contractually, contingency § Transportation and Installation (T&I). Medium/High; risk limit risk contractually, manage through contingency § Engineering, Procurement, Construction, Install (EPCI); Highest level of risk - manage risk by: commercially with client § (risk/reward, etc), flow down to vendors and subcontractors via lump sum contracting with back to back ts & cs, leveraging internal resources such as fabrication facilities, modularizing or otherwise moving work faces to lower risk locales, contingency 34 Private and ConfidentialConfidential Offshore Portfolio Summary Offshore portfolio is comprised of more than 70 projects with a total backlog of US ~$9Bn and est. GP of $500MM Number of Projects by Area Backlog by Area (US $Bn) GP by Area (US $MM) Contingency (US $MM) NCSA NCSA 6% EARC EARC 25% APAC APAC APAC 11% 0% 17% 26% 21% NCSA 3% EARC 3% MENA 71% MENA 66% MENA Offshore 51% 100% Total: 70 projects Total: $9Bn Total: $500MM Total: $600MM Source: Based on information provided by MDR’s management Contract types: lump sum, turnkey (LSTK), unit rates, reimbursable, Hybrid: consisting of a mix of lump sum and cost plus or § reimbursable elements Scope provided by MDR can be: § Services Only (e.g. engineering). Lowest level of risk; Limit risk contractually, contingency § Transportation and Installation (T&I). Medium/High; risk limit risk contractually, manage through contingency § Engineering, Procurement, Construction, Install (EPCI); Highest level of risk - manage risk by: commercially with client § (risk/reward, etc), flow down to vendors and subcontractors via lump sum contracting with back to back ts & cs, leveraging internal resources such as fabrication facilities, modularizing or otherwise moving work faces to lower risk locales, contingency 34 Private and Confidential

Confidential LNG Market Overview The LNG Contractor landscape is small. “Tier 1” contractors in the LNG space include: LNG Projects – FEEDs under Pre-FEEDs under EPC Projects under FEEDs under Contractor Under Construction execution execution Pursuit pursuit McDermott 4 / (1) 1 1 3 2 Chiyoda 5 / (1) 0 1 1 1 JGC 3 / (4) 1 0 2 2 Saipem 3 / (1) 0 0 1 2 TechnipFMC 2 / (2) 1 1 2 3 Bechtel 2 / (4) 2 0 1 1 Fluor 1 / (3) 0 0 0 1 KBR 0 / (4) 0 0 1 1 TOTAL 20 / (20) 5 3 11 13 Note - #/(C#): Under Construction / (Selected awaiting Notice to Proceed) Other players in with market: § IHI, Kiewet, Zachry, Black & Veatch, Siemens, GE, but these are not traditional LNG contractors, and are easing into the space by leveraging current offerings in construction or equipment Only a few Tier 1 contractors are capable of executing these projects, and all have full backlogs • Recent LNG project losses have tempered appetite for higher risk LNG projects • Taking on additional projects outside of current backlog would only be done cautiously and with substantial financial incentives Source: Based on information provided by MDR’s management 35 Private and ConfidentialConfidential LNG Market Overview The LNG Contractor landscape is small. “Tier 1” contractors in the LNG space include: LNG Projects – FEEDs under Pre-FEEDs under EPC Projects under FEEDs under Contractor Under Construction execution execution Pursuit pursuit McDermott 4 / (1) 1 1 3 2 Chiyoda 5 / (1) 0 1 1 1 JGC 3 / (4) 1 0 2 2 Saipem 3 / (1) 0 0 1 2 TechnipFMC 2 / (2) 1 1 2 3 Bechtel 2 / (4) 2 0 1 1 Fluor 1 / (3) 0 0 0 1 KBR 0 / (4) 0 0 1 1 TOTAL 20 / (20) 5 3 11 13 Note - #/(C#): Under Construction / (Selected awaiting Notice to Proceed) Other players in with market: § IHI, Kiewet, Zachry, Black & Veatch, Siemens, GE, but these are not traditional LNG contractors, and are easing into the space by leveraging current offerings in construction or equipment Only a few Tier 1 contractors are capable of executing these projects, and all have full backlogs • Recent LNG project losses have tempered appetite for higher risk LNG projects • Taking on additional projects outside of current backlog would only be done cautiously and with substantial financial incentives Source: Based on information provided by MDR’s management 35 Private and Confidential

Confidential 2. Contract Structure and Risk Management n The new portfolio of early stage LNG projects has been negotiated to mitigate the risks confronted at Cameron and Freeport, through: higher price points; longer permitted schedules; and, mitigated labor and execution risks Contract Structure and Risk Management Late Stage LNG Projects Early Stage LNG Projects Consideration Cameron Bid / Actual Freeport Bid / Actual Mozambique LNG Golden Pass Woodfibre Commenced w/ KBR; taken over, FEED Third-Party Third-Party By Joint Venture By Joint Venture validated, updated and completed by MDR Yes, including Cameron, Freeport and JV Yes, from original import terminal project as Lesson Learned N/A N/A Yes, including Cameron & Freeport Partners well as Cameron and Freeport Market Quotes 98% market quotes 99% market quotes No, lack of prior Gulf No, lack of prior Gulf Yes, extensively detailed benchmarking Benchmark Costs Yes, other Gulf Coast LNG projects Yes, other Gulf Coast LNG projects Coast experience in LNG Coast experience in LNG against all LNG projects in portfolio Schedule benchmarking (NTP to 42 50 58 62 58 substantial completion) - Months Previous experience or replicable No No No (other than general LNG) Original import terminal by MDR No (other than general LNG) design Repeat Customer Yes, Total No Yes, Total Yes, Exxon and QP No Engineering (risk level low) Fixed Price Fixed Price Fixed Price Fixed price from JV pool for bulks, Fixed price in JV equipment, materials Convertible lump sums actual invoices to Procurement (risk level low) 95% quotes received Fixed price from Partners for their share of be passed through with agreed mark-up 60% committed by value construction MDR bore 33% risk MDR responsible for additional without prior experience or Protected by fixed contingency, with excess MDR bore 50% risk Quantities Risk (risk level high) Contingency then JV Partners construction cost (mhrs) directly related to benchmarks, or lessons covered by Chiyoda without prior experience or quantity growth learned. benchmarks. Construction JV partner Consortium partner responsible for onsite Used a direct hire model. had no experience with Productivity risk limited by use of productivity Fabricated all pipe spools Productivity Risk (risk level high) Limited to defined scope well below 50% projects of this size. in MDR-affiliate shops in subcontractors Fabrication of modules in MDR and other Directed all pipe spools to subcontractor yards on lump sum basis close conjunction with MDR-affiliate shops in Freeport LNG. close conjunction with Escalation Risk (risk level high) Labor escalation risk by subcontractor Limited to defined scope well below 50% By partner Cameron LNG. Labor cost risk by subcontractor and further Labor Risk (risk level high) de-risked by very low construction cost Limited to defined scope well below 50% By partner (<$20/hour) Commissioning (risk level high) JV Pool Source: Based on information provided by MDR’s management 36 Private and ConfidentialConfidential 2. Contract Structure and Risk Management n The new portfolio of early stage LNG projects has been negotiated to mitigate the risks confronted at Cameron and Freeport, through: higher price points; longer permitted schedules; and, mitigated labor and execution risks Contract Structure and Risk Management Late Stage LNG Projects Early Stage LNG Projects Consideration Cameron Bid / Actual Freeport Bid / Actual Mozambique LNG Golden Pass Woodfibre Commenced w/ KBR; taken over, FEED Third-Party Third-Party By Joint Venture By Joint Venture validated, updated and completed by MDR Yes, including Cameron, Freeport and JV Yes, from original import terminal project as Lesson Learned N/A N/A Yes, including Cameron & Freeport Partners well as Cameron and Freeport Market Quotes 98% market quotes 99% market quotes No, lack of prior Gulf No, lack of prior Gulf Yes, extensively detailed benchmarking Benchmark Costs Yes, other Gulf Coast LNG projects Yes, other Gulf Coast LNG projects Coast experience in LNG Coast experience in LNG against all LNG projects in portfolio Schedule benchmarking (NTP to 42 50 58 62 58 substantial completion) - Months Previous experience or replicable No No No (other than general LNG) Original import terminal by MDR No (other than general LNG) design Repeat Customer Yes, Total No Yes, Total Yes, Exxon and QP No Engineering (risk level low) Fixed Price Fixed Price Fixed Price Fixed price from JV pool for bulks, Fixed price in JV equipment, materials Convertible lump sums actual invoices to Procurement (risk level low) 95% quotes received Fixed price from Partners for their share of be passed through with agreed mark-up 60% committed by value construction MDR bore 33% risk MDR responsible for additional without prior experience or Protected by fixed contingency, with excess MDR bore 50% risk Quantities Risk (risk level high) Contingency then JV Partners construction cost (mhrs) directly related to benchmarks, or lessons covered by Chiyoda without prior experience or quantity growth learned. benchmarks. Construction JV partner Consortium partner responsible for onsite Used a direct hire model. had no experience with Productivity risk limited by use of productivity Fabricated all pipe spools Productivity Risk (risk level high) Limited to defined scope well below 50% projects of this size. in MDR-affiliate shops in subcontractors Fabrication of modules in MDR and other Directed all pipe spools to subcontractor yards on lump sum basis close conjunction with MDR-affiliate shops in Freeport LNG. close conjunction with Escalation Risk (risk level high) Labor escalation risk by subcontractor Limited to defined scope well below 50% By partner Cameron LNG. Labor cost risk by subcontractor and further Labor Risk (risk level high) de-risked by very low construction cost Limited to defined scope well below 50% By partner (<$20/hour) Commissioning (risk level high) JV Pool Source: Based on information provided by MDR’s management 36 Private and Confidential

Confidential Actions taken to de-risk Mozambique project Structured, continuous feedback process Win IT Do IT Run IT EP/EPC Ongoing (post- Retrofits and Scope Technology FEED EPC Execution Start-up bid EPC) services Extensions Specific actions Current Mozambique project financial plan § Soil conditions in Mozambique are less variable and 953 1,000 338 provisions in the Rely Upon clause is more complete than Leveraging Cameron project experience § McDermott performed the FEED in this JV (over 5 yrs), 800 720 105 which helps mitigate risk 0 § Leverage competitive labor rates (~5% of rate in Gulf of Labor 600 Mexico) § Majority of construction is subcontracted, only 17M man 400 hours are subject to site productivity risk Construction/ § Use of Advanced Work Packages for construction so that Productivity construction productivity is maximized through proper 200 work sequencing § Quantities have been scrutinized (but not entirely 0 mitigated) by a deeper and more thorough benchmarking EAC Risk Op’ty Cont. Current Quantity exercise with detailed Functional reviews GP upside pot Risk Mitigation Factors: • Labor cost is less than 1/4th the U.S. Gulf Coast • The JV is using a subcontracting execution model to isolate risk Source: Based on information provided by MDR’s management 37 Private and Confidential GP, $MConfidential Actions taken to de-risk Mozambique project Structured, continuous feedback process Win IT Do IT Run IT EP/EPC Ongoing (post- Retrofits and Scope Technology FEED EPC Execution Start-up bid EPC) services Extensions Specific actions Current Mozambique project financial plan § Soil conditions in Mozambique are less variable and 953 1,000 338 provisions in the Rely Upon clause is more complete than Leveraging Cameron project experience § McDermott performed the FEED in this JV (over 5 yrs), 800 720 105 which helps mitigate risk 0 § Leverage competitive labor rates (~5% of rate in Gulf of Labor 600 Mexico) § Majority of construction is subcontracted, only 17M man 400 hours are subject to site productivity risk Construction/ § Use of Advanced Work Packages for construction so that Productivity construction productivity is maximized through proper 200 work sequencing § Quantities have been scrutinized (but not entirely 0 mitigated) by a deeper and more thorough benchmarking EAC Risk Op’ty Cont. Current Quantity exercise with detailed Functional reviews GP upside pot Risk Mitigation Factors: • Labor cost is less than 1/4th the U.S. Gulf Coast • The JV is using a subcontracting execution model to isolate risk Source: Based on information provided by MDR’s management 37 Private and Confidential GP, $M

Confidential Actions taken to de-risk Golden Pass project Structured, continuous feedback process Win IT Do IT Run IT EP/EPC Ongoing (post- Retrofits and Scope Technology FEED EPC Execution Start-up bid EPC) services Extensions Specific actions 1. Assessed soil conditions and site characteristics from original import Leveraging terminal project in 2010 experience 2. Benchmarked against other Gulf Coast LNG Projects 3. Increased timeline estimate for Train 1 from 3.5 à 5 yrs 4. Contract realistically addresses the cost of Gulf Coast labor market Labor 5. Cost sharing with client if craft labor escalation rate exceeds expected estimates 6. Construction risk borne by the JV Member performing scope – Construction/ McDermott below 50% Productivity 7. Quantity increases covered by a fixed contingency; further amounts Quantity covered by Chiyoda Risk Mitigation Factors: • Isolates each partner’s risk to its own scope • Only permits recourse to a limited amount of contingency for each partner and • Makes each partner bear any overruns • MDR only has ¼ of the construction scope, the least complex portion Source: Based on information provided by MDR’s management 38 Private and ConfidentialConfidential Actions taken to de-risk Golden Pass project Structured, continuous feedback process Win IT Do IT Run IT EP/EPC Ongoing (post- Retrofits and Scope Technology FEED EPC Execution Start-up bid EPC) services Extensions Specific actions 1. Assessed soil conditions and site characteristics from original import Leveraging terminal project in 2010 experience 2. Benchmarked against other Gulf Coast LNG Projects 3. Increased timeline estimate for Train 1 from 3.5 à 5 yrs 4. Contract realistically addresses the cost of Gulf Coast labor market Labor 5. Cost sharing with client if craft labor escalation rate exceeds expected estimates 6. Construction risk borne by the JV Member performing scope – Construction/ McDermott below 50% Productivity 7. Quantity increases covered by a fixed contingency; further amounts Quantity covered by Chiyoda Risk Mitigation Factors: • Isolates each partner’s risk to its own scope • Only permits recourse to a limited amount of contingency for each partner and • Makes each partner bear any overruns • MDR only has ¼ of the construction scope, the least complex portion Source: Based on information provided by MDR’s management 38 Private and Confidential

Confidential Actions taken to de-risk Woodfibre project Structured, continuous feedback process Win IT Do IT Run IT EP/EPC Ongoing (post- Retrofits and Scope Technology FEED EPC Execution Start-up bid EPC) services Extensions Specific actions Current Woodfibre project financial plan McDermott took over FEED from another contractor and spent 9+ Leveraging months validating and correcting deficiencies resulting in significant experience changes to design Pricing is a mix of lump sums and provisional sums Pricing Lump Sums - Home Office and Fabrication - $██MM Provisional Sums - Equipment, Materials and Freight - $██MM Provisional Sums - Floating Storage and Marine Terminal - $██MM Modular construction maximized to avoid on site labor and move work Modular faces to more controlled, cost effective environments Construction Construction/ Consortium Partner responsible for construction productivity Productivity Risk Mitigation Factors: • MDR’s primary scope would be engineering and module fabrication • JV partner would perform construction and take the construction/productivity risk • Project is modularized rather than stick built, limiting weather and construction quality risk Source: Based on information provided by MDR’s management 39 Private and ConfidentialConfidential Actions taken to de-risk Woodfibre project Structured, continuous feedback process Win IT Do IT Run IT EP/EPC Ongoing (post- Retrofits and Scope Technology FEED EPC Execution Start-up bid EPC) services Extensions Specific actions Current Woodfibre project financial plan McDermott took over FEED from another contractor and spent 9+ Leveraging months validating and correcting deficiencies resulting in significant experience changes to design Pricing is a mix of lump sums and provisional sums Pricing Lump Sums - Home Office and Fabrication - $██MM Provisional Sums - Equipment, Materials and Freight - $██MM Provisional Sums - Floating Storage and Marine Terminal - $██MM Modular construction maximized to avoid on site labor and move work Modular faces to more controlled, cost effective environments Construction Construction/ Consortium Partner responsible for construction productivity Productivity Risk Mitigation Factors: • MDR’s primary scope would be engineering and module fabrication • JV partner would perform construction and take the construction/productivity risk • Project is modularized rather than stick built, limiting weather and construction quality risk Source: Based on information provided by MDR’s management 39 Private and Confidential

EX-99.4

Exhibit 99.4 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint Updated Business Plan Review – MB 2020 December 18, 2019 Supplemental Materials December 30, 2019 – January 7, 2020 Private and ConfidentialExhibit 99.4 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint Updated Business Plan Review – MB 2020 December 18, 2019 Supplemental Materials December 30, 2019 – January 7, 2020 Private and Confidential

Confidential These materials have been prepared by Evercore Group L.L.C., AlixPartners LLP and Kirkland & Ellis LLP (collectively the “Advisors”), for the creditors (the “Creditors”) to McDermott International, Inc. (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with the Advisors. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by the Advisors. The Advisors assume no responsibility for independent investigation or verification of such information and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or other potential transaction participants or obtained from public sources, the Advisors have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to the Advisors and were prepared exclusively for the benefit and internal use of the Creditors. Any values or estimates of sale proceeds herein are for illustrative purposes only. Nothing in these materials should be construed as a valuation of the Company or any of its businesses. These materials were compiled on a confidential basis for use of the Creditors in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of the Advisors. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by the Advisors (or any affiliates) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. The Advisors assume no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of the Advisors and their affiliates. The Advisors and their affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by the Advisors or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors’ regarding the impact of the transactions or matters described herein. 1 Private and ConfidentialConfidential These materials have been prepared by Evercore Group L.L.C., AlixPartners LLP and Kirkland & Ellis LLP (collectively the “Advisors”), for the creditors (the “Creditors”) to McDermott International, Inc. (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with the Advisors. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by the Advisors. The Advisors assume no responsibility for independent investigation or verification of such information and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or other potential transaction participants or obtained from public sources, the Advisors have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to the Advisors and were prepared exclusively for the benefit and internal use of the Creditors. Any values or estimates of sale proceeds herein are for illustrative purposes only. Nothing in these materials should be construed as a valuation of the Company or any of its businesses. These materials were compiled on a confidential basis for use of the Creditors in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of the Advisors. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by the Advisors (or any affiliates) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. The Advisors assume no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of the Advisors and their affiliates. The Advisors and their affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by the Advisors or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors’ regarding the impact of the transactions or matters described herein. 1 Private and Confidential

Confidential Forward-Looking Statements In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in these materials which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact the Company’s actual results of operations. Although the Company does believe that the expectations reflected in those forward-looking statements are reasonable, the Company can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: risks relating to the effects of the filing of the Company’s Chapter 11 cases (the “Chapter 11 Cases”) on its business and the interest of various constituents, including stockholders; any inability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; risks attendant to ongoing negotiations with various third parties; adverse changes in the markets in which the Company operates or credit markets; the Company’s inability to successfully execute on contracts in backlog; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications and actions by the Company’s customers and other business counterparties; changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. For a more complete discussion of these and other risk factors, please see the Company’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. These materials reflect management’s views as of the date thereof. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement. 2 Private and ConfidentialConfidential Forward-Looking Statements In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in these materials which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact the Company’s actual results of operations. Although the Company does believe that the expectations reflected in those forward-looking statements are reasonable, the Company can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: risks relating to the effects of the filing of the Company’s Chapter 11 cases (the “Chapter 11 Cases”) on its business and the interest of various constituents, including stockholders; any inability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; risks attendant to ongoing negotiations with various third parties; adverse changes in the markets in which the Company operates or credit markets; the Company’s inability to successfully execute on contracts in backlog; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications and actions by the Company’s customers and other business counterparties; changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. For a more complete discussion of these and other risk factors, please see the Company’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. These materials reflect management’s views as of the date thereof. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement. 2 Private and Confidential

Confidential Executive Summary McDermott International, Inc. (“MDR” or the “Company”) has prepared a five-year business plan (“MB’20”) which considers the Company’s current business condition and contemplates a deleveraging transaction consummated through a Chapter 11 process to address unsustainable leverage and liquidity constraints n Given the current uncertain business environment, the Company has been engaging with key customers regarding MDR’s prospects n As part of developing MB’20, MDR has engaged customers for support and assistance. Several of the Company’s larger customers have been proactive with creative solutions to address project specific vendor issues „ There’s no precedent within the industry for this type of customer relief program „ An estimate of achievable margin enhancement has been included in MB’20 „ These customers, and others, have been supportive of MDR’s requests, and certain customers have directly expressed the importance of MDR to their supply chain, indicating that support and contract awards will resume if there is certainty regarding MDR’s viability „ Certain customers have established a process to assist paying vendors related to their specific projects to support MDR’s liquidity situation „ While only temporal relief, certain customers have advanced milestone payments to provide short term liquidity relief „ Certain customers have indicated that MDR remains on the disqualified to bid list, but have met with management and its advisors in Houston in an effort to better understand if MDR has a path forward so that it can explain why they should continue to award work, even during the Chapter 11 process „ Certain customers have made similar comments that a quick resolution to MDR’s financial condition would allow contract awards to resume 3 Private and ConfidentialConfidential Executive Summary McDermott International, Inc. (“MDR” or the “Company”) has prepared a five-year business plan (“MB’20”) which considers the Company’s current business condition and contemplates a deleveraging transaction consummated through a Chapter 11 process to address unsustainable leverage and liquidity constraints n Given the current uncertain business environment, the Company has been engaging with key customers regarding MDR’s prospects n As part of developing MB’20, MDR has engaged customers for support and assistance. Several of the Company’s larger customers have been proactive with creative solutions to address project specific vendor issues „ There’s no precedent within the industry for this type of customer relief program „ An estimate of achievable margin enhancement has been included in MB’20 „ These customers, and others, have been supportive of MDR’s requests, and certain customers have directly expressed the importance of MDR to their supply chain, indicating that support and contract awards will resume if there is certainty regarding MDR’s viability „ Certain customers have established a process to assist paying vendors related to their specific projects to support MDR’s liquidity situation „ While only temporal relief, certain customers have advanced milestone payments to provide short term liquidity relief „ Certain customers have indicated that MDR remains on the disqualified to bid list, but have met with management and its advisors in Houston in an effort to better understand if MDR has a path forward so that it can explain why they should continue to award work, even during the Chapter 11 process „ Certain customers have made similar comments that a quick resolution to MDR’s financial condition would allow contract awards to resume 3 Private and Confidential

Confidential Executive Summary (continued) n While funding tranche B of the super senior credit facility has provided additional runway for MDR and conveyed some lender cooperation to the marketplace, significant uncertainty remains, which is a material concern for customers and vendors „ Certain customers have withdrawn contract awards and some have placed MDR on disqualified bid lists (with or without formal notification) „ Bookings for the second half of 2019 have trailed off significantly ● Currently projecting less than $3 billion during second half of 2019 vs. ~$14 billion during first half of the year ● Projected bookings for the 1st quarter are entirely dependent upon MDR having a positive message to the marketplace regarding MDR’s future and the timing upon which it can return to ordinary course operations „ Vendor issues continue to persist due to the liquidity situation ● Liens continue to be asserted and filed on construction sites ● MDR increasingly has limited supplier options and many suppliers have suspended accepting purchase order requests and removed themselves from job sites ● Many projects, in particular in North America, are carrying additional costs as critical path items are delayed due to vendor related issues impacting project completion schedules ● Customers are aware of these project delays and have threatened to suspend or suspended payments to MDR unless and until project related vendors are made current 4 Private and ConfidentialConfidential Executive Summary (continued) n While funding tranche B of the super senior credit facility has provided additional runway for MDR and conveyed some lender cooperation to the marketplace, significant uncertainty remains, which is a material concern for customers and vendors „ Certain customers have withdrawn contract awards and some have placed MDR on disqualified bid lists (with or without formal notification) „ Bookings for the second half of 2019 have trailed off significantly ● Currently projecting less than $3 billion during second half of 2019 vs. ~$14 billion during first half of the year ● Projected bookings for the 1st quarter are entirely dependent upon MDR having a positive message to the marketplace regarding MDR’s future and the timing upon which it can return to ordinary course operations „ Vendor issues continue to persist due to the liquidity situation ● Liens continue to be asserted and filed on construction sites ● MDR increasingly has limited supplier options and many suppliers have suspended accepting purchase order requests and removed themselves from job sites ● Many projects, in particular in North America, are carrying additional costs as critical path items are delayed due to vendor related issues impacting project completion schedules ● Customers are aware of these project delays and have threatened to suspend or suspended payments to MDR unless and until project related vendors are made current 4 Private and Confidential

Confidential Executive Summary (continued) n In light of these circumstances, MDR has prepared this business plan with a perspective of providing a value-maximizing path forward with the following strategic tenets: „ Agreement on a consensual balance sheet restructuring with MDR’s first lien creditors and potentially junior stakeholders „ Economic support along with material risk mitigation changes with respect to MDR’s largest projects „ Short duration in Chapter 11 (90 to 180 days) along with a solid communications message at the commencement of such proceedings indicating an agreement to de-lever the balance sheet, financial support during the proceedings, and a path to exit ● This plan assumes MDR can return to booking orders if it can demonstrate support and a path forward through this restructuring process n The business plan has been developed based on the following key strategic parameters: „ Sale of MDR’s Technology business during the 1st half of 2020 with the selection of a stalking horse bidder to maximize sale proceeds ● The plan assumes 100% of MDR’s interest in Tech is sold with no corresponding benefits of downstream petrochemical pull-through from any type of strategic alliance „ Stabilization and optimization of the portfolio with the completion of legacy CB&I high risk focus projects including Cameron, Freeport, the Power portfolio and several others ● Significant effort relative to focus project portfolio has resulted in projected overall improvement of $36 million in MB’20 through 2020 vs. Financing Case. More specifically, customer assistance efforts are estimated to pull charges of $87 million into fourth quarter of 2019, generating improvement of $123 million vs. Financing Case during 2020 5 Private and ConfidentialConfidential Executive Summary (continued) n In light of these circumstances, MDR has prepared this business plan with a perspective of providing a value-maximizing path forward with the following strategic tenets: „ Agreement on a consensual balance sheet restructuring with MDR’s first lien creditors and potentially junior stakeholders „ Economic support along with material risk mitigation changes with respect to MDR’s largest projects „ Short duration in Chapter 11 (90 to 180 days) along with a solid communications message at the commencement of such proceedings indicating an agreement to de-lever the balance sheet, financial support during the proceedings, and a path to exit ● This plan assumes MDR can return to booking orders if it can demonstrate support and a path forward through this restructuring process n The business plan has been developed based on the following key strategic parameters: „ Sale of MDR’s Technology business during the 1st half of 2020 with the selection of a stalking horse bidder to maximize sale proceeds ● The plan assumes 100% of MDR’s interest in Tech is sold with no corresponding benefits of downstream petrochemical pull-through from any type of strategic alliance „ Stabilization and optimization of the portfolio with the completion of legacy CB&I high risk focus projects including Cameron, Freeport, the Power portfolio and several others ● Significant effort relative to focus project portfolio has resulted in projected overall improvement of $36 million in MB’20 through 2020 vs. Financing Case. More specifically, customer assistance efforts are estimated to pull charges of $87 million into fourth quarter of 2019, generating improvement of $123 million vs. Financing Case during 2020 5 Private and Confidential

Confidential Executive Summary (continued) „ Optimize and reposition the portfolio by de-risking the business from bid through execution in the following segments: ● Offshore Middle East where deep relationships exist, familiar track record with in-house fabrication and assets ● Selective Offshore / Subsea projects that are bespoke with acceptable margins ● Specialized LNG projects with limited construction risk and modularization where possible ● Downstream refining and petrochemical linked with Technology / FEED ● Tanks „ Order win rate returning to a representative historical level by 2H 2020 „ Significant improvements within direct operating expenses, including: ● Fixed overhead reductions within PED function ● Improvement in utilization of fabrication yards and engineering based on current bookings ● Targeted cost reductions within marine and other support functions „ Adequate liquidity and credit support during a Chapter 11 process to provide confidence to the marketplace and MDR’s vendor base to continue to support current and future projects „ Although bookings recently have been at historic lows, MDR has secured over 90% and 60% of 2020 and 2021 revenue, respectively, in backlog ● At this time in 2018, MDR had secured only 65% and 25% of 2019 and 2020 revenue 6 Private and ConfidentialConfidential Executive Summary (continued) „ Optimize and reposition the portfolio by de-risking the business from bid through execution in the following segments: ● Offshore Middle East where deep relationships exist, familiar track record with in-house fabrication and assets ● Selective Offshore / Subsea projects that are bespoke with acceptable margins ● Specialized LNG projects with limited construction risk and modularization where possible ● Downstream refining and petrochemical linked with Technology / FEED ● Tanks „ Order win rate returning to a representative historical level by 2H 2020 „ Significant improvements within direct operating expenses, including: ● Fixed overhead reductions within PED function ● Improvement in utilization of fabrication yards and engineering based on current bookings ● Targeted cost reductions within marine and other support functions „ Adequate liquidity and credit support during a Chapter 11 process to provide confidence to the marketplace and MDR’s vendor base to continue to support current and future projects „ Although bookings recently have been at historic lows, MDR has secured over 90% and 60% of 2020 and 2021 revenue, respectively, in backlog ● At this time in 2018, MDR had secured only 65% and 25% of 2019 and 2020 revenue 6 Private and Confidential

Confidential Executive Summary (continued) n The current business plan analysis contained herein will bridge current projections with the Financing Case provided previously „ Current business plan is generally consistent with recent discussions contemplating an in-court restructuring „ Current projections are materially different from the Financing Case, as the following factors that are present in MDR’s business today were not anticipated previously: ● Sale of the Technology business and loss of pull through ● Portfolio repositioning (i.e., not bidding on certain potential work) ● Significant stress in the supply chain due to lack of liquidity ● Material reduction in bookings that began in late Q3 of 2019 and will continue through 1H 2020 „ However, if MDR can achieve a short and relatively consensual restructuring with access to adequate liquidity during a Chapter 11 process and post effective date, the plan assumes above-breakeven operating cash flows in ’21 and in excess of $0.5 billion in ’22 and ’23 ● Working capital swings, a young project portfolio and loss of orders during 2H’19 through 1H’20 are driving cash flow issues in 2021 n Management strongly believes it can successfully execute this plan based on the key assumptions contained herein if there is a path to exit and stabilize operations during the 1H 2020 „ While discussions with customers regarding economic support and de-risking options have been challenging, customers recognize the value MDR provides with its demonstrated skills and performance in Engineering, Project and Supply Chain Management, Fabrication and Construction and Marine Assets „ MDR benefits from a young portfolio where 76% of current backlog revenue is from projects less than 25% complete allowing for EBITDA uplift through strong project management discipline to harvest the benefits of contingencies „ Potential for further deleveraging through monetization of Pipes business 7 Private and ConfidentialConfidential Executive Summary (continued) n The current business plan analysis contained herein will bridge current projections with the Financing Case provided previously „ Current business plan is generally consistent with recent discussions contemplating an in-court restructuring „ Current projections are materially different from the Financing Case, as the following factors that are present in MDR’s business today were not anticipated previously: ● Sale of the Technology business and loss of pull through ● Portfolio repositioning (i.e., not bidding on certain potential work) ● Significant stress in the supply chain due to lack of liquidity ● Material reduction in bookings that began in late Q3 of 2019 and will continue through 1H 2020 „ However, if MDR can achieve a short and relatively consensual restructuring with access to adequate liquidity during a Chapter 11 process and post effective date, the plan assumes above-breakeven operating cash flows in ’21 and in excess of $0.5 billion in ’22 and ’23 ● Working capital swings, a young project portfolio and loss of orders during 2H’19 through 1H’20 are driving cash flow issues in 2021 n Management strongly believes it can successfully execute this plan based on the key assumptions contained herein if there is a path to exit and stabilize operations during the 1H 2020 „ While discussions with customers regarding economic support and de-risking options have been challenging, customers recognize the value MDR provides with its demonstrated skills and performance in Engineering, Project and Supply Chain Management, Fabrication and Construction and Marine Assets „ MDR benefits from a young portfolio where 76% of current backlog revenue is from projects less than 25% complete allowing for EBITDA uplift through strong project management discipline to harvest the benefits of contingencies „ Potential for further deleveraging through monetization of Pipes business 7 Private and Confidential

Confidential Executive Summary (continued) MB’20 is materially different than the Financing case (from a bookings perspective primarily). That said, it is broadly in line with the Chapter 11 adjusted scenario of the Financing Case. The below compares the current business plan vs. Scenario 2 st of the Financing Case (prepackaged case with 1 Lien Lenders) New Orders Revenue $14,440 $11,026 $10,369 $1,069 1,031 $9,736 Tech Tech $9,445 $11,969 $11,487 551 $8,224 $707 $10,369 $13,372 $9,995 $9,736 $11,969 $8,894 $11,487 $7,517 Scenario 2 MB’20 Scenario 2 MB’20 Scenario 2 MB’20 Scenario 2 MB’20 2020E 2021E 2020E 2021E 1 Adj. EBITDA DIP Need and Prepetition Super-priority Balance $919 Tech -$760 316 $668 Cash Need -$1,200 $561 $533 -$640 190 L/C Need -$600 $668 $603 $533 -$1,000 $371 SPF -$650 -$2,400 -$2,450 Scenario 2 MB’20 Scenario 2 MB’20 Prior Case Expected Case 2020E 2021E 1. Prior case DIP need uses Scenario 2 Low Case 8 Private and ConfidentialConfidential Executive Summary (continued) MB’20 is materially different than the Financing case (from a bookings perspective primarily). That said, it is broadly in line with the Chapter 11 adjusted scenario of the Financing Case. The below compares the current business plan vs. Scenario 2 st of the Financing Case (prepackaged case with 1 Lien Lenders) New Orders Revenue $14,440 $11,026 $10,369 $1,069 1,031 $9,736 Tech Tech $9,445 $11,969 $11,487 551 $8,224 $707 $10,369 $13,372 $9,995 $9,736 $11,969 $8,894 $11,487 $7,517 Scenario 2 MB’20 Scenario 2 MB’20 Scenario 2 MB’20 Scenario 2 MB’20 2020E 2021E 2020E 2021E 1 Adj. EBITDA DIP Need and Prepetition Super-priority Balance $919 Tech -$760 316 $668 Cash Need -$1,200 $561 $533 -$640 190 L/C Need -$600 $668 $603 $533 -$1,000 $371 SPF -$650 -$2,400 -$2,450 Scenario 2 MB’20 Scenario 2 MB’20 Prior Case Expected Case 2020E 2021E 1. Prior case DIP need uses Scenario 2 Low Case 8 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) Consolidated 2020-2024 P&L and Key Metrics n The business plan reflects the impact of the current liquidity challenges and anticipated Chapter 11 case, as well as the sale of Tech and prospective portfolio repositioning n The projected cash flow incorporates a $300 million paydown of trade payables in 2020 n While New Orders and Backlog are lower than Financing Case due to portfolio repositioning and restructuring, MDR anticipates to return to positive FCF in ’21, in particular when excluding negative JV CFOA within certain projects as cash advances are consumed n Large step down in order run rate: 1 MB'20 „ 3Q’19 and 4Q’19 have been ($ in millions) TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 challenged „ Sale of Technology 1 New Orders $ 1 6,650 $ 1 1,487 $ 2 1 1,969 $ 1 2,786 $ 1 2,999 $ 13,024 „ Portfolio repositioning Backlog - RPO 1 8,792 19,771 2 1,370 20,194 2 0,250 19,592 „ Assumed some orders moved to Revenue $ 8,777 $ 9,736 $ 10,369 $ 13,962 $ 1 2,943 $ 1 3,683 1Q’20 and 2Q’20 2 n 2021 and beyond have built in a book to Project Gross Profit 565 915 980 1,399 1 ,371 1 ,590 3 bill of ~1.2x to 0.9x PGP % of Revenue 6.4% 9.4% 9.5% 10.0% 10.6% 11.6% 3 n Project Gross Profit is still challenged in 4 Unallocated DOE U/(O) 249 202 199 184 190 188 1H’20 as MDR finalizes Cameron and Gross Profit 315 713 781 1 ,216 1,181 1,402 Freeport projects with no combined GP % of Revenue 3.6% 7.3% 7.5% 8.7% 9.1% 10.2% revenue R&D 35 16 13 17 18 19„ 2021 and beyond margins improve as repositioning of portfolio begins to 5 Total SG&A 266 292 244 263 234 220 show Other Operating (Inc) Exp 6 1 ,887 103 (1) (1) (1) (1) - - - - - - „ MENA project growth Operating Income $ (1,873) $ 301 $ 525 $ 938 $ 930 $ 1 ,164 n 4 Unallocated Direct Operating Expenses is OI % of Revenue -21.3% 3.1% 5.1% 6.7% 7.2% 8.5% - - - - - - both unabsorbed costs from underutilization of vessels and fabrication CFOA $ (1,095) $ (381) $ 7 211 $ 718 $ 564 $ 1,201 [1] yards and $75 to $100 million per year of Capex 96 169 155 81 58 42 bidding costs Free Cash Flow (1,191) (550) 56 637 506 1 ,159 n 5 $50 million of bonus cost not included in Adjusted Op Income (54) 386 527 938 930 1,164 2019; increased litigation costs in 2020 Adj. EBITDA $ 183 $ 533 $ 668 $ 1,088 $ 1 ,110 $ 1,327 6 n Goodwill and intangibles impairment of $1.5 billion and loss on sale of APP of CFOA $ (381) $ 211 $ 718 $ 564 $ 1,201 1 [2] $101 million; 2020 includes $50 million of JV CFOA (11) (167) (22) (30) 121 retention and $26 million of restructuring Net MDR CFOA $ (370) $ 379 $ 739 $ 594 $ 1,080 costs and Tech sale advisor costs n Proportion of Joint Venture; Project pulled 7 1. Represents proportionally consolidated portion of JV CFOA, and not MDR’s direct CFOA. Two projects received significant advanced payments cash into 2020 for DIP and no incremental cash injections are expected. More than $225 million was received in a projects JV in the first month of the project. 9 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) Consolidated 2020-2024 P&L and Key Metrics n The business plan reflects the impact of the current liquidity challenges and anticipated Chapter 11 case, as well as the sale of Tech and prospective portfolio repositioning n The projected cash flow incorporates a $300 million paydown of trade payables in 2020 n While New Orders and Backlog are lower than Financing Case due to portfolio repositioning and restructuring, MDR anticipates to return to positive FCF in ’21, in particular when excluding negative JV CFOA within certain projects as cash advances are consumed n Large step down in order run rate: 1 MB'20 „ 3Q’19 and 4Q’19 have been ($ in millions) TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 challenged „ Sale of Technology 1 New Orders $ 1 6,650 $ 1 1,487 $ 2 1 1,969 $ 1 2,786 $ 1 2,999 $ 13,024 „ Portfolio repositioning Backlog - RPO 1 8,792 19,771 2 1,370 20,194 2 0,250 19,592 „ Assumed some orders moved to Revenue $ 8,777 $ 9,736 $ 10,369 $ 13,962 $ 1 2,943 $ 1 3,683 1Q’20 and 2Q’20 2 n 2021 and beyond have built in a book to Project Gross Profit 565 915 980 1,399 1 ,371 1 ,590 3 bill of ~1.2x to 0.9x PGP % of Revenue 6.4% 9.4% 9.5% 10.0% 10.6% 11.6% 3 n Project Gross Profit is still challenged in 4 Unallocated DOE U/(O) 249 202 199 184 190 188 1H’20 as MDR finalizes Cameron and Gross Profit 315 713 781 1 ,216 1,181 1,402 Freeport projects with no combined GP % of Revenue 3.6% 7.3% 7.5% 8.7% 9.1% 10.2% revenue R&D 35 16 13 17 18 19„ 2021 and beyond margins improve as repositioning of portfolio begins to 5 Total SG&A 266 292 244 263 234 220 show Other Operating (Inc) Exp 6 1 ,887 103 (1) (1) (1) (1) - - - - - - „ MENA project growth Operating Income $ (1,873) $ 301 $ 525 $ 938 $ 930 $ 1 ,164 n 4 Unallocated Direct Operating Expenses is OI % of Revenue -21.3% 3.1% 5.1% 6.7% 7.2% 8.5% - - - - - - both unabsorbed costs from underutilization of vessels and fabrication CFOA $ (1,095) $ (381) $ 7 211 $ 718 $ 564 $ 1,201 [1] yards and $75 to $100 million per year of Capex 96 169 155 81 58 42 bidding costs Free Cash Flow (1,191) (550) 56 637 506 1 ,159 n 5 $50 million of bonus cost not included in Adjusted Op Income (54) 386 527 938 930 1,164 2019; increased litigation costs in 2020 Adj. EBITDA $ 183 $ 533 $ 668 $ 1,088 $ 1 ,110 $ 1,327 6 n Goodwill and intangibles impairment of $1.5 billion and loss on sale of APP of CFOA $ (381) $ 211 $ 718 $ 564 $ 1,201 1 [2] $101 million; 2020 includes $50 million of JV CFOA (11) (167) (22) (30) 121 retention and $26 million of restructuring Net MDR CFOA $ (370) $ 379 $ 739 $ 594 $ 1,080 costs and Tech sale advisor costs n Proportion of Joint Venture; Project pulled 7 1. Represents proportionally consolidated portion of JV CFOA, and not MDR’s direct CFOA. Two projects received significant advanced payments cash into 2020 for DIP and no incremental cash injections are expected. More than $225 million was received in a projects JV in the first month of the project. 9 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) 2021 Adj. EBITDA to CFOA Conversion n Adj. EBITDA to CFOA variance explained primarily by Project A and Project B (positive $124.5mm PGP, negative $107mm CFOA) and Project C (positive $65.4mm PGP, negative $212.5mm CFOA) n Project C negative cash in 2021 primarily due to pull-forward 2021 planned receipts of $160 million into 2020 to support near term liquidity. In addition, overall project included significant advance payments in early stage of project (2019-20) 2021 Adj. EBITDA to CFOA Conversion $667.8 $(106.8) $(124.8) $(277.9) $211.3 $52.9 TY’21 Adj. EBITDA Project A Project B Project C Other TY’21 CFOA 10 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) 2021 Adj. EBITDA to CFOA Conversion n Adj. EBITDA to CFOA variance explained primarily by Project A and Project B (positive $124.5mm PGP, negative $107mm CFOA) and Project C (positive $65.4mm PGP, negative $212.5mm CFOA) n Project C negative cash in 2021 primarily due to pull-forward 2021 planned receipts of $160 million into 2020 to support near term liquidity. In addition, overall project included significant advance payments in early stage of project (2019-20) 2021 Adj. EBITDA to CFOA Conversion $667.8 $(106.8) $(124.8) $(277.9) $211.3 $52.9 TY’21 Adj. EBITDA Project A Project B Project C Other TY’21 CFOA 10 Private and Confidential

Progress updated as of Jan. 6, 2020 Confidential Executive Summary (continued) ($ in millions) MDR is pursuing cash improvements, L/C reductions, and risk mitigation enhancements across its portfolio n The Company expects that only a portion of the gross requests will be achieved, and much of the targeted relief will be in the form of risk mitigation rather than incremental P&L benefit to the business plan Assumed Achievable Targets Customer Assistance Impact $1,084MM $287 27% $903MM $405 $544MM 37% Risk Mitigation $1,084 (50%) million $400MM Risk Mitigation (44%) $247 $110 23% 10% $287MM $35 L/C Impact $287MM (27%) 3% L/C Impact (32%) Price Increase / Cost Recovery L/D Relief JV Recovery Other De-Risking L/C Relief $253MM $216MM P&L Impact* P&L Impact* (23%) (24%) Assumed Achievable Target Achieved To Date * P&L Impact is based off of the P&L as adjusted by the Business Plan, and the numbers stated are subject to change due to final form of assistance and actual impact 11 Private and ConfidentialProgress updated as of Jan. 6, 2020 Confidential Executive Summary (continued) ($ in millions) MDR is pursuing cash improvements, L/C reductions, and risk mitigation enhancements across its portfolio n The Company expects that only a portion of the gross requests will be achieved, and much of the targeted relief will be in the form of risk mitigation rather than incremental P&L benefit to the business plan Assumed Achievable Targets Customer Assistance Impact $1,084MM $287 27% $903MM $405 $544MM 37% Risk Mitigation $1,084 (50%) million $400MM Risk Mitigation (44%) $247 $110 23% 10% $287MM $35 L/C Impact $287MM (27%) 3% L/C Impact (32%) Price Increase / Cost Recovery L/D Relief JV Recovery Other De-Risking L/C Relief $253MM $216MM P&L Impact* P&L Impact* (23%) (24%) Assumed Achievable Target Achieved To Date * P&L Impact is based off of the P&L as adjusted by the Business Plan, and the numbers stated are subject to change due to final form of assistance and actual impact 11 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) Customer Assistance – Impact on Adj. EBITDA Bridge n While the Company is pursuing these requests, it expects that the customer assistance achieved will be significantly less than the total gross ask „ Furthermore, a significant portion of the customer assistance is in the form of risk mitigation of the business plan and is not an incremental P&L impact to the plan „ The net P&L impact reflected in the business plan is approximately $225 million $511 $223 $43 $180 $290 $533 $354 -$22 -$65 Q4’19 - Q4’20 Adj. EBITDA Adjustments Q4’19 - Q4’20 Adj. EBITDA w/o Customer Assistance w/ Customer Assistance Q4’19 TY’20 12 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) Customer Assistance – Impact on Adj. EBITDA Bridge n While the Company is pursuing these requests, it expects that the customer assistance achieved will be significantly less than the total gross ask „ Furthermore, a significant portion of the customer assistance is in the form of risk mitigation of the business plan and is not an incremental P&L impact to the plan „ The net P&L impact reflected in the business plan is approximately $225 million $511 $223 $43 $180 $290 $533 $354 -$22 -$65 Q4’19 - Q4’20 Adj. EBITDA Adjustments Q4’19 - Q4’20 Adj. EBITDA w/o Customer Assistance w/ Customer Assistance Q4’19 TY’20 12 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) NCSA Cost Improvement (Q4’19 – Q4’20) Individual Q4’19 Project Cost Increases Aggregate Project Cost Decrease Net of Downsides Q4'19 2020E Total Freeport $38 Increase in Estimate $157 $-- $157 1 at Completion Project Costs Cameron $30 2 -- 62 62 Plus: Additional Downside Project A $25 Less: Financing Case Downside (70) (185) (255) Project B $25 MB'20 Increase / (Decrease) in $87 ($123) ($36) Costs vs. Financing Case Project C $16 Project D $12 $87 million of costs originally projected to occur in 2020 were shifted forward and impacted Q4’19 Project E $8 However, MDR was able to decrease total project costs (on an aggregate basis) by $36 million Project F $3 Does not include customer assistance Project G $2 concessions that are underway 1. Increases in EAC costs vs. Financing Case 2. Unidentified downside on portfolio remaining in MB’20 13 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) NCSA Cost Improvement (Q4’19 – Q4’20) Individual Q4’19 Project Cost Increases Aggregate Project Cost Decrease Net of Downsides Q4'19 2020E Total Freeport $38 Increase in Estimate $157 $-- $157 1 at Completion Project Costs Cameron $30 2 -- 62 62 Plus: Additional Downside Project A $25 Less: Financing Case Downside (70) (185) (255) Project B $25 MB'20 Increase / (Decrease) in $87 ($123) ($36) Costs vs. Financing Case Project C $16 Project D $12 $87 million of costs originally projected to occur in 2020 were shifted forward and impacted Q4’19 Project E $8 However, MDR was able to decrease total project costs (on an aggregate basis) by $36 million Project F $3 Does not include customer assistance Project G $2 concessions that are underway 1. Increases in EAC costs vs. Financing Case 2. Unidentified downside on portfolio remaining in MB’20 13 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) Q4’19 Adj. EBITDA Bridge: Financing Case to MB’20 Q4’19 Adj. EBITDA Bridge Timing = $177 million Impact of Current Condition = $117 $300 $241 ($19) ($24) ($47) $200 ($87) $100 ($13) ($16) ($22) ($79) ($65) ($22) $43 $-- 1 2 3 4 5 6 7 8 9 ($100) Financing Customer / Q4’19 GP '20 NCSA Other SG&A and Cost Standards MB'20 Excl. Customer MB'20 Case Insurance Contingent Recognition Downsides Retention Increases Impact and Customer Assistance Settlements Shifted to '20 Accelerated and Award Lower Assistance Plan Items Slipped to '20 Accelerated to Q4'19 Slippage Recoveries Plan to Q3’19 n Cost recovery slippage from two projects - shift to Q2’20 and shift to n Retention bonuses, litigation, legal liabilities, software costs and SEC 1 6 2020 respectively matter n 2 Reversal of contingent items accelerated into Q3’19 n 7 Other project cost increases and slippages in Q4 awards in the Middle East n Slippage, project delays, lower recognition and push out of contingency 3 8 releasen Impact of new TY’20 cost standards applied to projects in Q4’19; higher under recoveries due to lower fabrication activity, lower revenue and n Financing Case downsides accelerated to Q4’19 via increased NCSA higher costs from delay in pipe fabrication divestiture 4 estimate at completion costs for focus projects 9 n Impact from customer assistance plan at various projects n Technology segment and other immaterial changes 5 14 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) Q4’19 Adj. EBITDA Bridge: Financing Case to MB’20 Q4’19 Adj. EBITDA Bridge Timing = $177 million Impact of Current Condition = $117 $300 $241 ($19) ($24) ($47) $200 ($87) $100 ($13) ($16) ($22) ($79) ($65) ($22) $43 $-- 1 2 3 4 5 6 7 8 9 ($100) Financing Customer / Q4’19 GP '20 NCSA Other SG&A and Cost Standards MB'20 Excl. Customer MB'20 Case Insurance Contingent Recognition Downsides Retention Increases Impact and Customer Assistance Settlements Shifted to '20 Accelerated and Award Lower Assistance Plan Items Slipped to '20 Accelerated to Q4'19 Slippage Recoveries Plan to Q3’19 n Cost recovery slippage from two projects - shift to Q2’20 and shift to n Retention bonuses, litigation, legal liabilities, software costs and SEC 1 6 2020 respectively matter n 2 Reversal of contingent items accelerated into Q3’19 n 7 Other project cost increases and slippages in Q4 awards in the Middle East n Slippage, project delays, lower recognition and push out of contingency 3 8 releasen Impact of new TY’20 cost standards applied to projects in Q4’19; higher under recoveries due to lower fabrication activity, lower revenue and n Financing Case downsides accelerated to Q4’19 via increased NCSA higher costs from delay in pipe fabrication divestiture 4 estimate at completion costs for focus projects 9 n Impact from customer assistance plan at various projects n Technology segment and other immaterial changes 5 14 Private and Confidential

Confidential Executive Summary (continued) Business Disruption Assumptions & Impact - Bridging the MB’20 to the Prior Financing Case n In order to effectively evaluate the updated business plan (MB’20) relative to the Financing Case, the differences between the two forecasts have been categorized into the following groups: „ Portfolio Repositioning – Includes the wind-down of the power portfolio, risk-mitigated LNG bidding and reduced bidding 1 on working capital-heavy projects „ Customer Assistance – Includes additional advances of in-quarter receipts or customer concessions. Requests include: 2 ● Increased Contract Price, L/D Relief, JV Recovery and L/C Relief 3 „ Sale of Technology – Financial contribution excluded given the assumption for 100% sale of Technology „ Technology Pull Through – A conservative estimate assuming 100% loss of all targeted projects (17) differentiated by the 4 Technology business ● A relatively minor impact in 2020 – 2021 but with a rising impact going forward 5 „ Restructuring / Timing / Other – Collectively includes the following adjustments: ● Loss/Delay of Expected New Order Awards: Both current projects and new awards that are specifically impacted by the current financing and pending restructuring process − Loss of expected new order awards as a result of restructuring − Project delays that drive liquidated damage claims that will directly offset profits near project completion ● Excessively Stretched Vendors: Increase in estimated project costs, LDs and operational impacts to alleviate stretched accounts payable, mitigate risk of project disruptions and normalize operations ● Opportunity Lost for Contingencies: Previously anticipated opportunities to realize cost savings on existing projects that have been negated by the pending restructuring process − Decreased opportunity for existing projects to realize contingencies, decreased costs, marine campaign savings or any final project close savings 15 Private and ConfidentialConfidential Executive Summary (continued) Business Disruption Assumptions & Impact - Bridging the MB’20 to the Prior Financing Case n In order to effectively evaluate the updated business plan (MB’20) relative to the Financing Case, the differences between the two forecasts have been categorized into the following groups: „ Portfolio Repositioning – Includes the wind-down of the power portfolio, risk-mitigated LNG bidding and reduced bidding 1 on working capital-heavy projects „ Customer Assistance – Includes additional advances of in-quarter receipts or customer concessions. Requests include: 2 ● Increased Contract Price, L/D Relief, JV Recovery and L/C Relief 3 „ Sale of Technology – Financial contribution excluded given the assumption for 100% sale of Technology „ Technology Pull Through – A conservative estimate assuming 100% loss of all targeted projects (17) differentiated by the 4 Technology business ● A relatively minor impact in 2020 – 2021 but with a rising impact going forward 5 „ Restructuring / Timing / Other – Collectively includes the following adjustments: ● Loss/Delay of Expected New Order Awards: Both current projects and new awards that are specifically impacted by the current financing and pending restructuring process − Loss of expected new order awards as a result of restructuring − Project delays that drive liquidated damage claims that will directly offset profits near project completion ● Excessively Stretched Vendors: Increase in estimated project costs, LDs and operational impacts to alleviate stretched accounts payable, mitigate risk of project disruptions and normalize operations ● Opportunity Lost for Contingencies: Previously anticipated opportunities to realize cost savings on existing projects that have been negated by the pending restructuring process − Decreased opportunity for existing projects to realize contingencies, decreased costs, marine campaign savings or any final project close savings 15 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case - Orders n Order intake in the business plan during 2020 and 2021 is $6,028 and $7,044 million lower, respectively, vs. the Financing Case „ Only select orders expected to be secured during the Chapter 11 case followed by order recovery in the second half of 2020 „ Sale of Technology and loss of related pull through orders „ Portfolio repositioning resulting in a narrower bid focus on Offshore, Petrochem, Tanks, and select, risk-mitigated LNG n The forecast orders are dependent upon MDR’s ability to provide clarity on the Company’s path forward and provide assurance that the Company will execute on its projects 2020E New Order Awards Bridge $17,515 ($2,840) ($734) $11,487 ($2,453) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 2021E New Order Awards Bridge $19,012 ($3,850) ($1,187) ($360) $11,969 ($1,646) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 16 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case - Orders n Order intake in the business plan during 2020 and 2021 is $6,028 and $7,044 million lower, respectively, vs. the Financing Case „ Only select orders expected to be secured during the Chapter 11 case followed by order recovery in the second half of 2020 „ Sale of Technology and loss of related pull through orders „ Portfolio repositioning resulting in a narrower bid focus on Offshore, Petrochem, Tanks, and select, risk-mitigated LNG n The forecast orders are dependent upon MDR’s ability to provide clarity on the Company’s path forward and provide assurance that the Company will execute on its projects 2020E New Order Awards Bridge $17,515 ($2,840) ($734) $11,487 ($2,453) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 2021E New Order Awards Bridge $19,012 ($3,850) ($1,187) ($360) $11,969 ($1,646) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 16 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case - Revenue n Revenue in the business plan in 2020 and 2021 is $2,737 and $3,933 million lower, respectively, vs. the Financing Case „ Similar to the order intake, forecast revenue in 2020 and 2021 is impacted by the loss and deferral of new orders as a result of the Chapter 11 case. This impact was not reflected in the base Financing Case „ Revenue is further impacted by the sale of Tech, loss of associated pull-through, and the repositioning to a narrower, risk- mitigated portfolio 2020E Revenue Bridge Impact from Q3 and Q4 $12,473 of 2019 work shifting and $153 prospective work lost 91% in backlog ($485) ($597) $9,736 ($1,808) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 2021E Revenue Bridge Same impact in 2021 as the $14,303 $22 dip in orders manifests ($605) 62% in backlog ($28) ($1,146) $10,369 ($2,177) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 17 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case - Revenue n Revenue in the business plan in 2020 and 2021 is $2,737 and $3,933 million lower, respectively, vs. the Financing Case „ Similar to the order intake, forecast revenue in 2020 and 2021 is impacted by the loss and deferral of new orders as a result of the Chapter 11 case. This impact was not reflected in the base Financing Case „ Revenue is further impacted by the sale of Tech, loss of associated pull-through, and the repositioning to a narrower, risk- mitigated portfolio 2020E Revenue Bridge Impact from Q3 and Q4 $12,473 of 2019 work shifting and $153 prospective work lost 91% in backlog ($485) ($597) $9,736 ($1,808) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 2021E Revenue Bridge Same impact in 2021 as the $14,303 $22 dip in orders manifests ($605) 62% in backlog ($28) ($1,146) $10,369 ($2,177) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 17 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case – Project Gross Profit 2020E Project Gross Profit Bridge $179 $1,238 ($31) ($204) $87 $915 ($354) Financing Case Portfolio Customer Sale of Technology Restructuring / Timing Accelarated MB'20 Repositioning Assistance Technology Pull-Through / Other Downside to Q4'19 2021E Project Gross Profit Bridge $1,567 $4 ($54) ($353) ($3) $980 ($181) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 18 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case – Project Gross Profit 2020E Project Gross Profit Bridge $179 $1,238 ($31) ($204) $87 $915 ($354) Financing Case Portfolio Customer Sale of Technology Restructuring / Timing Accelarated MB'20 Repositioning Assistance Technology Pull-Through / Other Downside to Q4'19 2021E Project Gross Profit Bridge $1,567 $4 ($54) ($353) ($3) $980 ($181) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 18 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case – Adjusted EBITDA n Adjusted EBITDA in the business plan in 2020 and 2021 is $441 and $632 million lower, respectively, vs. the Financing Case „ Forecast adjusted EBITDA in 2020 and 2021 is impacted by the loss and deferral of new orders and increased cost of projects delays as a result of the Chapter 11 case „ Adjusted EBITDA is further impacted by the sale of Tech, loss of associated pull-through, and the repositioning to a narrower, risk- mitigated portfolio 2020E Adj. EBITDA Bridge Impact from lost revenue per page 15 $179 and $97 million under-absorption, $975 offset by cost reductions ($31) ($199) $533 $87 ($478) Financing Case Portfolio Customer Sale of Technology Restructuring / Timing Accelarated MB'20 Repositioning Assistance Technology Pull-Through / Other Downside to Q4'19 2021E Adj. EBITDA Bridge $1,300 $4 ($54) $85 million under-absorption ($308) ($14) $668 ($260) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 19 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case – Adjusted EBITDA n Adjusted EBITDA in the business plan in 2020 and 2021 is $441 and $632 million lower, respectively, vs. the Financing Case „ Forecast adjusted EBITDA in 2020 and 2021 is impacted by the loss and deferral of new orders and increased cost of projects delays as a result of the Chapter 11 case „ Adjusted EBITDA is further impacted by the sale of Tech, loss of associated pull-through, and the repositioning to a narrower, risk- mitigated portfolio 2020E Adj. EBITDA Bridge Impact from lost revenue per page 15 $179 and $97 million under-absorption, $975 offset by cost reductions ($31) ($199) $533 $87 ($478) Financing Case Portfolio Customer Sale of Technology Restructuring / Timing Accelarated MB'20 Repositioning Assistance Technology Pull-Through / Other Downside to Q4'19 2021E Adj. EBITDA Bridge $1,300 $4 ($54) $85 million under-absorption ($308) ($14) $668 ($260) Financing Case Portfolio Repositioning Customer Sale of Technology Restructuring / Timing / MB'20 Assistance Technology Pull-Through Other 19 Private and Confidential

Confidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case – CFOA 2020E CFOA Bridge $250 $58 $424 ($202) $205 ($1,116) ($381) Financing Case Cash Interest on Portfolio Customer Sale of Technology Restructuring / Timing MB'20 1 Funded Debt Repositioning Assistance Technology Pull-Through / Other 2021E CFOA Bridge $386 $905 ($545) ($65) $211 ($350) ($21) ($99) Financing Case Cash Interest on Portfolio Customer Sale of Technology Restructuring / Timing MB'20 1 Funded Debt Repositioning Assistance Technology Pull-Through / Other 1. Cash interest expense from funded debt (revolving credit facility, term loan and senior notes) removed as it is not factored into the MB’20 20 Private and ConfidentialConfidential Executive Summary (continued) ($ in millions) 2020-2021 Bridge to the Financing Case – CFOA 2020E CFOA Bridge $250 $58 $424 ($202) $205 ($1,116) ($381) Financing Case Cash Interest on Portfolio Customer Sale of Technology Restructuring / Timing MB'20 1 Funded Debt Repositioning Assistance Technology Pull-Through / Other 2021E CFOA Bridge $386 $905 ($545) ($65) $211 ($350) ($21) ($99) Financing Case Cash Interest on Portfolio Customer Sale of Technology Restructuring / Timing MB'20 1 Funded Debt Repositioning Assistance Technology Pull-Through / Other 1. Cash interest expense from funded debt (revolving credit facility, term loan and senior notes) removed as it is not factored into the MB’20 20 Private and Confidential

Confidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and ConfidentialConfidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and Confidential

Confidential Fundamental Operating Assumptions MB’20 has been prepared on a granular bottom’s up basis taking into consideration the Company’s current financial situation with customers and vendors, which has been impacted by record low bookings, loss of contract awards, and significant vendor stress and project disruptions n While the Company’s detailed budgeting process was utilized to formulate these projections, a number of key operating principles were considered in order to develop MB’20 as noted below n These key operating principles are essential to understanding the assumptions and management’s perspective as to what conditions are necessary to achieve these projections n Consensual reorganization plan reached with first-lien lenders and as many junior stakeholders resulting in either a pre-arranged / pre-packaged Chapter 11 filing n MB’20 assumes message to customers can include 1) MDR’s future has certainty beyond Chapter 11; 2) the objective of the Chapter 11 process is to effectuate the sale of Tech and delever the balance sheet; 3) MDR will emerge with a normalized capital structure and access to liquidity to support execution of projects n 100% of MDR’s interest in Tech sold with no continuing strategic alliance providing no EPC pull-through benefits n Expected Case duration of 3 to 4 months with a January 15, 2020 illustrative filing date; Alternative Case Case adds two additional months to illustrate additional credit support requirements for operations Assumptions n Neither the Expected Case or Alternative Case are meant to illustrate the time required to close a Tech sale, which will be depend upon the buyer and regulatory approval requirements n No impairment of trade payables and assumes adequate liquidity to maintain normalized vendor payments throughout duration of case n Limited order intake during the 1H 2020 consistent with current results, but assume orders can be booked during the Chapter 11 process if the message about certainty is clear and without any material risk of success n MB’20 does assume a robust recovery in 2H 2020 21 Private and ConfidentialConfidential Fundamental Operating Assumptions MB’20 has been prepared on a granular bottom’s up basis taking into consideration the Company’s current financial situation with customers and vendors, which has been impacted by record low bookings, loss of contract awards, and significant vendor stress and project disruptions n While the Company’s detailed budgeting process was utilized to formulate these projections, a number of key operating principles were considered in order to develop MB’20 as noted below n These key operating principles are essential to understanding the assumptions and management’s perspective as to what conditions are necessary to achieve these projections n Consensual reorganization plan reached with first-lien lenders and as many junior stakeholders resulting in either a pre-arranged / pre-packaged Chapter 11 filing n MB’20 assumes message to customers can include 1) MDR’s future has certainty beyond Chapter 11; 2) the objective of the Chapter 11 process is to effectuate the sale of Tech and delever the balance sheet; 3) MDR will emerge with a normalized capital structure and access to liquidity to support execution of projects n 100% of MDR’s interest in Tech sold with no continuing strategic alliance providing no EPC pull-through benefits n Expected Case duration of 3 to 4 months with a January 15, 2020 illustrative filing date; Alternative Case Case adds two additional months to illustrate additional credit support requirements for operations Assumptions n Neither the Expected Case or Alternative Case are meant to illustrate the time required to close a Tech sale, which will be depend upon the buyer and regulatory approval requirements n No impairment of trade payables and assumes adequate liquidity to maintain normalized vendor payments throughout duration of case n Limited order intake during the 1H 2020 consistent with current results, but assume orders can be booked during the Chapter 11 process if the message about certainty is clear and without any material risk of success n MB’20 does assume a robust recovery in 2H 2020 21 Private and Confidential

Confidential Fundamental Operating Assumptions n MB’20 and future bookings based on portfolio repositioning focused on Offshore/Subsea, Onshore EPC portfolio focused on Petro-Chem with a linkage to technology and FEED, more selective/de-risked LNG projects, as well as Tanks n Bottom-up analysis created on a project-by-project basis, reflecting backlog roll-off and new order forecasts, with both business segment and geographic region drill down n No strategic alliance/benefit assumed with Tech buyer, resulting in reduced order intake due to removal of Tech-related pull through from budget Business Plan n Presented largely on an unlevered basis with no funded debt beginning January 1, 2020 Foundations n Assumes ability to achieve projected customer concessions and targeted fixed cost reductions n Assumes First Day Order relief is granted to pay ~$900 million of pre-petition trade payables including lienholders and foreign vendors. DIP budget assumes payments in accordance with current practice (i.e. no paydown immediately after order is granted) Vendor n Cash flows assume ability to maintain vendors at approximately 60 day terms with no contraction of terms Assumptions during case n Post-Effective minimum liquidity includes an assumption for an approximately $300 million permanent paydown of trade payables to ensure sustainable go-forward trade payables for the business 22 Private and ConfidentialConfidential Fundamental Operating Assumptions n MB’20 and future bookings based on portfolio repositioning focused on Offshore/Subsea, Onshore EPC portfolio focused on Petro-Chem with a linkage to technology and FEED, more selective/de-risked LNG projects, as well as Tanks n Bottom-up analysis created on a project-by-project basis, reflecting backlog roll-off and new order forecasts, with both business segment and geographic region drill down n No strategic alliance/benefit assumed with Tech buyer, resulting in reduced order intake due to removal of Tech-related pull through from budget Business Plan n Presented largely on an unlevered basis with no funded debt beginning January 1, 2020 Foundations n Assumes ability to achieve projected customer concessions and targeted fixed cost reductions n Assumes First Day Order relief is granted to pay ~$900 million of pre-petition trade payables including lienholders and foreign vendors. DIP budget assumes payments in accordance with current practice (i.e. no paydown immediately after order is granted) Vendor n Cash flows assume ability to maintain vendors at approximately 60 day terms with no contraction of terms Assumptions during case n Post-Effective minimum liquidity includes an assumption for an approximately $300 million permanent paydown of trade payables to ensure sustainable go-forward trade payables for the business 22 Private and Confidential

Confidential Fundamental Operating Assumptions (continued) n Over $200 million of profit improvement and $250 million of L/C reduction is incorporated into the business plan n Concessions include several levers, many of which provide de-risking benefits and margin protection rather than incremental gross margin: n Risk mitigation and margin protection such as L/D waivers, contract amount increases offsetting cost incurred and included in most recent EAC projections Customer n L/C relief such as accelerated run off and step-downs Assistance n Gross Profit Improvements such as contract amount increases, confirmation/acceleration of change orders not currently forecasted, offsets to existing L/D’s incurred n Impact on the Plan reflects expected concessions or actual agreements and not the gross ask n Assumes ability to provide assurances to customers that MDR will assume contracts and complete projects in exchange for required concessions n Assumes ability to execute Chapter 11 as a pre-packaged / pre-arranged case, and that select new orders are secured during the pendency of the case, with return to normalized new order pattern starting 2H’20 Order In-Take n Normalized order intake reduced vs. Financing Case due to sale of Tech and related pull-through, as well Assumptions as narrower, risk-mitigated bidding focus within the Onshore EPC segment 23 Private and ConfidentialConfidential Fundamental Operating Assumptions (continued) n Over $200 million of profit improvement and $250 million of L/C reduction is incorporated into the business plan n Concessions include several levers, many of which provide de-risking benefits and margin protection rather than incremental gross margin: n Risk mitigation and margin protection such as L/D waivers, contract amount increases offsetting cost incurred and included in most recent EAC projections Customer n L/C relief such as accelerated run off and step-downs Assistance n Gross Profit Improvements such as contract amount increases, confirmation/acceleration of change orders not currently forecasted, offsets to existing L/D’s incurred n Impact on the Plan reflects expected concessions or actual agreements and not the gross ask n Assumes ability to provide assurances to customers that MDR will assume contracts and complete projects in exchange for required concessions n Assumes ability to execute Chapter 11 as a pre-packaged / pre-arranged case, and that select new orders are secured during the pendency of the case, with return to normalized new order pattern starting 2H’20 Order In-Take n Normalized order intake reduced vs. Financing Case due to sale of Tech and related pull-through, as well Assumptions as narrower, risk-mitigated bidding focus within the Onshore EPC segment 23 Private and Confidential

Confidential Fundamental Operating Assumptions (continued) n In contrast to the current business plan, the base Financing Case assumed: n Stability in the supply chain, with no adverse impact from vendors on operations n No sale of Tech and loss of pull-through n No change to strategic framework relative to LNG and Power Comparison to n No consideration of a potential Chapter 11 filing Financing Case n No management and employee distractions due to distress from current situation n Continued support from the customer base, with sustained new orders n MB‘20 for 2020 and 2021 is broadly in line with Chapter 11 scenarios which were prepared and shared as part of the Strategic Alternatives presentation on November 11, 2019 n Underlying cash flow requirements based on the business plan with no further adjustments to business assumptions n Incorporates estimated administrative costs associated with Chapter 11 process n Vendor assumptions include no impairment of trade, First Day Order relief of ~$900 million and no DIP contraction in trade terms Assumptions n L/C (including bi-lats) and surety requirements : n All L/Cs for new projects assumed to be placed on the DIP as well as all renewals of secured L/Cs n Assumes continued renewals of expiring bilateral L/Cs n Assumes continued renewals of expiring surety bonds n Business plan assumes 100% of Tech is sold and no benefit from a commercial arrangement with the Pull Through buyer Assumptions n All orders related to pull through have been removed from the business plan 24 Private and ConfidentialConfidential Fundamental Operating Assumptions (continued) n In contrast to the current business plan, the base Financing Case assumed: n Stability in the supply chain, with no adverse impact from vendors on operations n No sale of Tech and loss of pull-through n No change to strategic framework relative to LNG and Power Comparison to n No consideration of a potential Chapter 11 filing Financing Case n No management and employee distractions due to distress from current situation n Continued support from the customer base, with sustained new orders n MB‘20 for 2020 and 2021 is broadly in line with Chapter 11 scenarios which were prepared and shared as part of the Strategic Alternatives presentation on November 11, 2019 n Underlying cash flow requirements based on the business plan with no further adjustments to business assumptions n Incorporates estimated administrative costs associated with Chapter 11 process n Vendor assumptions include no impairment of trade, First Day Order relief of ~$900 million and no DIP contraction in trade terms Assumptions n L/C (including bi-lats) and surety requirements : n All L/Cs for new projects assumed to be placed on the DIP as well as all renewals of secured L/Cs n Assumes continued renewals of expiring bilateral L/Cs n Assumes continued renewals of expiring surety bonds n Business plan assumes 100% of Tech is sold and no benefit from a commercial arrangement with the Pull Through buyer Assumptions n All orders related to pull through have been removed from the business plan 24 Private and Confidential

Confidential MB’20 Business Plan Development Process MB’20 provides more granular details than the Financing Case and has been updated through a rigorous process to reflect MDR’s current perspective on bookings, backlog and the overall market outlook n The MB’20 utilized a bottoms-up analysis created on a project-by-project basis, reflecting backlog roll-off and forecasted new orders „ Forecast orders for Onshore EPC and Offshore / Subsea were done on a binary basis (assumed either won or lost) with no partial win assumptions „ Forecast orders for Tanks were done on a binary basis for large orders and a probability weighted basis for mid-to-small orders n Process started in October with initial selection of forecast orders by the areas, followed by multiple rounds of review and resubmission with Executive management, with the final budget reviewed by the Board in December n The MB’20 includes visibility into MDR’s business segments (in addition to geographic areas) and includes revenue, project gross profit and cash flows Business Plan Comparison: MB’20 vs. Financing Case Description Financing Case Updated Business Plan (MB’20) Process Mid-year update More robust and detailed annual budget process Date of Forecast Prepared in July / August 2019 Latest View (Nov / Dec 2019) Monthly (2020) Forecast Detail Quarterly (2020) Quarterly (2021) (Revenue, PGP and CFOA) Annual (2021-2024) Annual (2022-2024) Cash Flow Detail Summary cash flow information Cash flow detail Presentation Areas Areas and business segments 25 Private and ConfidentialConfidential MB’20 Business Plan Development Process MB’20 provides more granular details than the Financing Case and has been updated through a rigorous process to reflect MDR’s current perspective on bookings, backlog and the overall market outlook n The MB’20 utilized a bottoms-up analysis created on a project-by-project basis, reflecting backlog roll-off and forecasted new orders „ Forecast orders for Onshore EPC and Offshore / Subsea were done on a binary basis (assumed either won or lost) with no partial win assumptions „ Forecast orders for Tanks were done on a binary basis for large orders and a probability weighted basis for mid-to-small orders n Process started in October with initial selection of forecast orders by the areas, followed by multiple rounds of review and resubmission with Executive management, with the final budget reviewed by the Board in December n The MB’20 includes visibility into MDR’s business segments (in addition to geographic areas) and includes revenue, project gross profit and cash flows Business Plan Comparison: MB’20 vs. Financing Case Description Financing Case Updated Business Plan (MB’20) Process Mid-year update More robust and detailed annual budget process Date of Forecast Prepared in July / August 2019 Latest View (Nov / Dec 2019) Monthly (2020) Forecast Detail Quarterly (2020) Quarterly (2021) (Revenue, PGP and CFOA) Annual (2021-2024) Annual (2022-2024) Cash Flow Detail Summary cash flow information Cash flow detail Presentation Areas Areas and business segments 25 Private and Confidential

Confidential Customer Perspective The case assumes that MDR is able to retain backlog and achieve some limited awards during the pendency of the case, with a quick recovery in orders after emergence n Given that customer awards are large and lumpy any variance in these assumptions could have a significant impact on the forecast n MDR’s customer base has expressed concern, and this has translated into some losses of projects previously awarded or work where the company was the front-runner n There has been an extensive campaign of education and transparency of our current situation; there has been engagement at both Project and Senior Executive levels with our clients n The following table illustrates current opportunities that have either been lost or are expected to be lost by end January 2020 Lost bids and projects at risk represent over $3bn of revenue opportunity 26 Private and ConfidentialConfidential Customer Perspective The case assumes that MDR is able to retain backlog and achieve some limited awards during the pendency of the case, with a quick recovery in orders after emergence n Given that customer awards are large and lumpy any variance in these assumptions could have a significant impact on the forecast n MDR’s customer base has expressed concern, and this has translated into some losses of projects previously awarded or work where the company was the front-runner n There has been an extensive campaign of education and transparency of our current situation; there has been engagement at both Project and Senior Executive levels with our clients n The following table illustrates current opportunities that have either been lost or are expected to be lost by end January 2020 Lost bids and projects at risk represent over $3bn of revenue opportunity 26 Private and Confidential

12/14/19: Updated Confidential Potential Bookings 2020 ($ in millions) n The below customers have been fully engaged throughout the current MDR situation. The situation with MDR will likely be improved once MDR has a ‘story’ to tell. This is the current status with the main Clients for the 2020 prospect forecasts: n Woodside – have come out publicly supporting MDR, and are proactively looking at mechanisms to keep MDR involved on the project; FID expected in June / July n Customer A – Whilst having asked for a partner to come in with MDR, they are still standing by MDR for 50% of the project and have delayed FID until April n Customer B – FID is not expected until June / July of 2020; they have stated MDR should continue with the FEED n Customer C – Have awarded Tech and FEED recently. MDR expected to continue with the FEED through whatever process n Customer D – A process will be an issue for them, but they have remained fully engaged and will award as soon as MDR can satisfy them of our stability MDR’s customers are being met with to put their concerns at ease. MDR is working to ensure MDR is transparent and that their understanding of the situation is accurate and up to date. Customers are in the mindset that MDR will become stronger than before after this situation has passed. 27 Private and Confidential12/14/19: Updated Confidential Potential Bookings 2020 ($ in millions) n The below customers have been fully engaged throughout the current MDR situation. The situation with MDR will likely be improved once MDR has a ‘story’ to tell. This is the current status with the main Clients for the 2020 prospect forecasts: n Woodside – have come out publicly supporting MDR, and are proactively looking at mechanisms to keep MDR involved on the project; FID expected in June / July n Customer A – Whilst having asked for a partner to come in with MDR, they are still standing by MDR for 50% of the project and have delayed FID until April n Customer B – FID is not expected until June / July of 2020; they have stated MDR should continue with the FEED n Customer C – Have awarded Tech and FEED recently. MDR expected to continue with the FEED through whatever process n Customer D – A process will be an issue for them, but they have remained fully engaged and will award as soon as MDR can satisfy them of our stability MDR’s customers are being met with to put their concerns at ease. MDR is working to ensure MDR is transparent and that their understanding of the situation is accurate and up to date. Customers are in the mindset that MDR will become stronger than before after this situation has passed. 27 Private and Confidential

Confidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and ConfidentialConfidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and Confidential

Confidential MDR Integrated Business Model: Maximizing Value 1 n Focused on a selected group of long-term, valuable customers… „ Customer focus: 5-10 customers represent 90% of backlog, highly selective bidding process n …stabilizing operations by de-risking the current portfolio and targeting future backlog in core products… 2 „ Increasing liquidity: Engaging customers and achieved $903M of improvement to date „ Stabilizing Operations: Focus projects ending, remaining portfolio is young, proactive de-risking underway, opportunity growth to harvest contingencies (targeting 2% increase in GP across project life beyond 2020) n …creating value by integrating our technology partnerships, FEED, smart modularization and 3 fabrication… „ Integration with Technology partner: Potential $255M of longer-term run rate annual operating income pull through for MDR „ Integration with MDR Operations FEED, smart modularization, fabrication and Marine assets 4 n producing predictable returns and stable free cash flow with a lean, accountable organization. „ Lean organization with clear accountability: significant cost improvement opportunity beyond 2020 28 Private and ConfidentialConfidential MDR Integrated Business Model: Maximizing Value 1 n Focused on a selected group of long-term, valuable customers… „ Customer focus: 5-10 customers represent 90% of backlog, highly selective bidding process n …stabilizing operations by de-risking the current portfolio and targeting future backlog in core products… 2 „ Increasing liquidity: Engaging customers and achieved $903M of improvement to date „ Stabilizing Operations: Focus projects ending, remaining portfolio is young, proactive de-risking underway, opportunity growth to harvest contingencies (targeting 2% increase in GP across project life beyond 2020) n …creating value by integrating our technology partnerships, FEED, smart modularization and 3 fabrication… „ Integration with Technology partner: Potential $255M of longer-term run rate annual operating income pull through for MDR „ Integration with MDR Operations FEED, smart modularization, fabrication and Marine assets 4 n producing predictable returns and stable free cash flow with a lean, accountable organization. „ Lean organization with clear accountability: significant cost improvement opportunity beyond 2020 28 Private and Confidential

Confidential 1 Top 7 Customers Are 82% of Current Backlog % of backlog 82% 10% 8% 120 revenue 100% 100 1% 1% 1% 1% 2% 2% 2% 4% 80 4% 4% 6% 17% 60 20% 40 28% Customer concentration expected to further increase in future 20 0 Others Total % of 10% 11% 79% customers Source 1. Based on backlog revenue as of September 2019 Note: Total may not sum due to rounding. Includes backlog revenue for offshore, LNG, downstream, and tanks product lines only, but not technology. Projects without customer information corresponding to 7% of future revenue is not included. Numbers are based on MDR share of CV 29 Private and ConfidentialConfidential 1 Top 7 Customers Are 82% of Current Backlog % of backlog 82% 10% 8% 120 revenue 100% 100 1% 1% 1% 1% 2% 2% 2% 4% 80 4% 4% 6% 17% 60 20% 40 28% Customer concentration expected to further increase in future 20 0 Others Total % of 10% 11% 79% customers Source 1. Based on backlog revenue as of September 2019 Note: Total may not sum due to rounding. Includes backlog revenue for offshore, LNG, downstream, and tanks product lines only, but not technology. Projects without customer information corresponding to 7% of future revenue is not included. Numbers are based on MDR share of CV 29 Private and Confidential

Confidential 2 Focus Projects Are Nearing Completion On or Ahead of Schedule Ahead of schedule Driven by operational performance LNG Specialized Train 1 Train 2 Train 3 Mechanical comp. 11 80% 2-3X 15% Ready for start-up 13 Cameron Reduction in Higher loop test Higher electrical & 1 punch items completion rate instrumentation completion Initial production 16 Substantial completion Initial production Freeport 50% 3X 50% Substantial completion Reduction in Increase in loop checks Increase in fireproofing Train 2 vs. Train Train 3 vs. Train 1 installation Train 3 vs. Train 1 equipment trips 1 Power MCPS LCPS SCPS Back feed 90 61 7 Improving based on Experienced Forecasting Mech. Complete Entergy previous build Entergy crews hired accuracy improved experience to complete project Substantial completion 164 46 8 # Completed On track Days ahead of plan th 1. Update since December 18 presentation: achieved 20 days ahead of schedule on December 21, 2019 30 Private and ConfidentialConfidential 2 Focus Projects Are Nearing Completion On or Ahead of Schedule Ahead of schedule Driven by operational performance LNG Specialized Train 1 Train 2 Train 3 Mechanical comp. 11 80% 2-3X 15% Ready for start-up 13 Cameron Reduction in Higher loop test Higher electrical & 1 punch items completion rate instrumentation completion Initial production 16 Substantial completion Initial production Freeport 50% 3X 50% Substantial completion Reduction in Increase in loop checks Increase in fireproofing Train 2 vs. Train Train 3 vs. Train 1 installation Train 3 vs. Train 1 equipment trips 1 Power MCPS LCPS SCPS Back feed 90 61 7 Improving based on Experienced Forecasting Mech. Complete Entergy previous build Entergy crews hired accuracy improved experience to complete project Substantial completion 164 46 8 # Completed On track Days ahead of plan th 1. Update since December 18 presentation: achieved 20 days ahead of schedule on December 21, 2019 30 Private and Confidential

Confidential 2 Future Portfolio is Young, >75% of Backlog is <25% Complete Portfolio is young…creating opportunity to improve performance going forward 100% 4.8% 7.5% 90% 11.4% 8.4% 80% 7.2% 8.4% 70% 60% 50% 40% 76.6% 75.7% 30% 20% 10% 0% Current Backlog Revenue Current Backlog GP <25% 25 - 50% 50 - 75% >75% 31 Private and Confidential % of completionConfidential 2 Future Portfolio is Young, >75% of Backlog is <25% Complete Portfolio is young…creating opportunity to improve performance going forward 100% 4.8% 7.5% 90% 11.4% 8.4% 80% 7.2% 8.4% 70% 60% 50% 40% 76.6% 75.7% 30% 20% 10% 0% Current Backlog Revenue Current Backlog GP <25% 25 - 50% 50 - 75% >75% 31 Private and Confidential % of completion

Confidential 2 ($ in millions) Actions to De-Risk Creating Potential for Higher Gross Profit November 2019 status +$539 $1,832 Mitigate $415 $1,294 Increase $983 ($859) Capture Current Backlog GP Risk Contingency Opportunity Current Upside Potential Source: MDR’s business plan 32 Private and ConfidentialConfidential 2 ($ in millions) Actions to De-Risk Creating Potential for Higher Gross Profit November 2019 status +$539 $1,832 Mitigate $415 $1,294 Increase $983 ($859) Capture Current Backlog GP Risk Contingency Opportunity Current Upside Potential Source: MDR’s business plan 32 Private and Confidential

Confidential 2 Portfolio Repositioning from Bid through Execution Offshore LNG Offshore Refining & Selective Tanks Specialized ME Petchem. Subsea Subject to no Fully 100% EP+C LSTK Projects without bid“ or high level Projects with no MDR Main Installation vessel Lumpsum contracts technology partner or involvement Projects with poorly with no partner of scrutiny FEED participation defined scope at involvement contract signing LSTK Stick builds unless partner/or material risk mitigation of Construction in place Limited construction Lummus exclusive Independent P&L Product line Strong relationships Bespoke risk partnership responsibility specific de- risking actions In house fabrication & Acceptable margin v FEED ; Modularisation Fit for purpose installation assets recovery balance where possible operating procedures FEED Track Io/FEED Partners – segmented Diverse portfolio record/repeatable partnerships risk 33 Private and ConfidentialConfidential 2 Portfolio Repositioning from Bid through Execution Offshore LNG Offshore Refining & Selective Tanks Specialized ME Petchem. Subsea Subject to no Fully 100% EP+C LSTK Projects without bid“ or high level Projects with no MDR Main Installation vessel Lumpsum contracts technology partner or involvement Projects with poorly with no partner of scrutiny FEED participation defined scope at involvement contract signing LSTK Stick builds unless partner/or material risk mitigation of Construction in place Limited construction Lummus exclusive Independent P&L Product line Strong relationships Bespoke risk partnership responsibility specific de- risking actions In house fabrication & Acceptable margin v FEED ; Modularisation Fit for purpose installation assets recovery balance where possible operating procedures FEED Track Io/FEED Partners – segmented Diverse portfolio record/repeatable partnerships risk 33 Private and Confidential

Confidential 3 Customers Want Technology/FEED Integrated with EPC % customers rated criteria important or very important Most important customer needs determined by '19 customer survey conducted by 1 90% Superior process technology 2 85% Competitive pricing 3 75% Reliable, capable technical support Collaboration with customers on unique 60% 4 requirements 55% 5 Integrated Technology/FEED with EPC Source: BCG Process Technology Decision-Maker Survey (May 2019) Note: n=80 respondents; Q: Think back to the last time when you evaluated or worked with a process technology supplier. How important were the following attributes for evaluating the process technology supplier? 34 Private and ConfidentialConfidential 3 Customers Want Technology/FEED Integrated with EPC % customers rated criteria important or very important Most important customer needs determined by '19 customer survey conducted by 1 90% Superior process technology 2 85% Competitive pricing 3 75% Reliable, capable technical support Collaboration with customers on unique 60% 4 requirements 55% 5 Integrated Technology/FEED with EPC Source: BCG Process Technology Decision-Maker Survey (May 2019) Note: n=80 respondents; Q: Think back to the last time when you evaluated or worked with a process technology supplier. How important were the following attributes for evaluating the process technology supplier? 34 Private and Confidential

Confidential 3 Critical Steps to Integrated Delivery Model Win IT Do IT Run IT A B C D E F Exclusive FEED Smart Fabrication Marine technology & io strategy Modularization Yards fit for purpose Technical and digital services partnership 1 4 7 Shape projects – set technology Design modules to minimize cost - specs and complete feasibility study pre-commissioning 2 Design FEED with Smart Modularization and fabrication built into execution plan, cost estimation and schedule Offer optimization service (e.g., digital twin, Ops practices) 3 Define advanced work packages (AWPs) for fabrication and materials, including predictable site installation 5 Plan for Marine Capacity to align with project schedules 6 Ensure Continuity of EPC project team and vendors across project life $2B Potential 16 FEED Pull Through Projects in 2018 35 Private and ConfidentialConfidential 3 Critical Steps to Integrated Delivery Model Win IT Do IT Run IT A B C D E F Exclusive FEED Smart Fabrication Marine technology & io strategy Modularization Yards fit for purpose Technical and digital services partnership 1 4 7 Shape projects – set technology Design modules to minimize cost - specs and complete feasibility study pre-commissioning 2 Design FEED with Smart Modularization and fabrication built into execution plan, cost estimation and schedule Offer optimization service (e.g., digital twin, Ops practices) 3 Define advanced work packages (AWPs) for fabrication and materials, including predictable site installation 5 Plan for Marine Capacity to align with project schedules 6 Ensure Continuity of EPC project team and vendors across project life $2B Potential 16 FEED Pull Through Projects in 2018 35 Private and Confidential

Confidential 3 MDR Differentiated from Competitors through Integrated Business Model Especially strong in Highly mature in Best in class downstream technologies field technology Very limited presence technology: with a strong partnership in Strong presence in offshore and No presence Hydrogen, polymers presence in all areas: downstream and Technology only in LNG field downstream (e.g., polystyrene, offshore, LNG coupled with PET, PTT), and downstream, and offshore/subsea ethylene LNG capability Best in class FEED Good level of FEED capabilities in all Highly capable in Notable presence Notable presence capabilities areas: offshore, providing FEED in all and experience in all High capability in FEED & io and experience in all concentrated on downstream and areas: offshore, areas except offshore providing FEED Strategy areas except LNG onshore and LNG. Known downstream and oil & gas downstream primarily with FEED LNG capabilities Limited smart Strong track record of Relatively limited modularization Has notable track smart modularization Using extensive smart modularization Very limited Smart experience, highly record in LNG field in especially in offshore experience capabilities and track record Modularization focused on offshore but not in other areas offshore, downstream for onshore projects experience field and LNG Has 4 fabrication Has a fabrication Has no fabrication yards all around the yard in China. Previously they had a yard but it has a world. Strong Relatively low fabrication yard but Limited notable experience in capabilities in all Fabrication capability but high No presence they have closed. presence leveraging other areas: offshore, Yards potential for future Good track record in players' fabrication onshore, due to their current LNG yards downstream, and LNG project LNG Has notable Operates a fleet of Marine Fit No presence No presence No presence presence in marine No presence construction and for Purpose field multi-service vessels. 0 1 2 3 4 N/A Nascent Advanced Source: MDR Management 36 Private and ConfidentialConfidential 3 MDR Differentiated from Competitors through Integrated Business Model Especially strong in Highly mature in Best in class downstream technologies field technology Very limited presence technology: with a strong partnership in Strong presence in offshore and No presence Hydrogen, polymers presence in all areas: downstream and Technology only in LNG field downstream (e.g., polystyrene, offshore, LNG coupled with PET, PTT), and downstream, and offshore/subsea ethylene LNG capability Best in class FEED Good level of FEED capabilities in all Highly capable in Notable presence Notable presence capabilities areas: offshore, providing FEED in all and experience in all High capability in FEED & io and experience in all concentrated on downstream and areas: offshore, areas except offshore providing FEED Strategy areas except LNG onshore and LNG. Known downstream and oil & gas downstream primarily with FEED LNG capabilities Limited smart Strong track record of Relatively limited modularization Has notable track smart modularization Using extensive smart modularization Very limited Smart experience, highly record in LNG field in especially in offshore experience capabilities and track record Modularization focused on offshore but not in other areas offshore, downstream for onshore projects experience field and LNG Has 4 fabrication Has a fabrication Has no fabrication yards all around the yard in China. Previously they had a yard but it has a world. Strong Relatively low fabrication yard but Limited notable experience in capabilities in all Fabrication capability but high No presence they have closed. presence leveraging other areas: offshore, Yards potential for future Good track record in players' fabrication onshore, due to their current LNG yards downstream, and LNG project LNG Has notable Operates a fleet of Marine Fit No presence No presence No presence presence in marine No presence construction and for Purpose field multi-service vessels. 0 1 2 3 4 N/A Nascent Advanced Source: MDR Management 36 Private and Confidential

Confidential 3 Higher Fab Yard Utilization in 2020 Reducing Unallocated Overheads Large scale Local content Asian, Onshore Local content Altamira QMW Jebel Ali Dammam $58M improved Utilization Baystar in 2020 Batam Large scale Asian, Offshore Source: MDR, BCG analysis 37 Private and ConfidentialConfidential 3 Higher Fab Yard Utilization in 2020 Reducing Unallocated Overheads Large scale Local content Asian, Onshore Local content Altamira QMW Jebel Ali Dammam $58M improved Utilization Baystar in 2020 Batam Large scale Asian, Offshore Source: MDR, BCG analysis 37 Private and Confidential

Confidential 3 ($ in millions) 2020 PED Operations Cost Improvement of ~$55M Compared to 2019 $180 $160 $152.5 $140 $120 $97.9 $100 $19.7 ($57.6) $13.7 $80 Increased utilization of Lower project $9.1 ($25.2) existing yards allocations $60 passed on to High overhead in $6.7 projects Increased Marine driven by Lower overhead low utilization of activity / ($21.0) costs passed on $40 Amazon recovery Cost improvement to projects as from Jebel Ali and revision to PED standard rates $20 $0 2019 Total Fabrication PED Support Cost improvement Construction Engineering + Marine Corp PED 2020 Planned unallocated DOE Allocation unallocated DOE Concerted cost reduction effort being driven by PED / Operations 38 Private and ConfidentialConfidential 3 ($ in millions) 2020 PED Operations Cost Improvement of ~$55M Compared to 2019 $180 $160 $152.5 $140 $120 $97.9 $100 $19.7 ($57.6) $13.7 $80 Increased utilization of Lower project $9.1 ($25.2) existing yards allocations $60 passed on to High overhead in $6.7 projects Increased Marine driven by Lower overhead low utilization of activity / ($21.0) costs passed on $40 Amazon recovery Cost improvement to projects as from Jebel Ali and revision to PED standard rates $20 $0 2019 Total Fabrication PED Support Cost improvement Construction Engineering + Marine Corp PED 2020 Planned unallocated DOE Allocation unallocated DOE Concerted cost reduction effort being driven by PED / Operations 38 Private and Confidential

Confidential 4 Significant Cost Savings Opportunities Beyond 2020 Further opportunities exist across the organization • Top quartile functional costs • Utilization increase(engineering, fab, marine) • Flat, lean organization structure • Automation and digital process improvement PED Overhead Costs Indirect Costs 2020 expense ($M) $95.0 $1,136.1 $292.0 $749.1 $101.3 $16.1 $173.6 ($4.3) $193.2 $269.2 Marine Engineering Fabrication PMC + SCM Construction Other costs PED Total SG&A Bid support Total cost (net of DOE enevelope allocations) 1. IT and other functional costs included in PED costs Note : All figures include corporate PED costs Source : PED Master Budget Round 3 39 Private and ConfidentialConfidential 4 Significant Cost Savings Opportunities Beyond 2020 Further opportunities exist across the organization • Top quartile functional costs • Utilization increase(engineering, fab, marine) • Flat, lean organization structure • Automation and digital process improvement PED Overhead Costs Indirect Costs 2020 expense ($M) $95.0 $1,136.1 $292.0 $749.1 $101.3 $16.1 $173.6 ($4.3) $193.2 $269.2 Marine Engineering Fabrication PMC + SCM Construction Other costs PED Total SG&A Bid support Total cost (net of DOE enevelope allocations) 1. IT and other functional costs included in PED costs Note : All figures include corporate PED costs Source : PED Master Budget Round 3 39 Private and Confidential

Confidential 4 Summary: Integrated Business Model will Maximize MDR Value 1 Focused on a selected group of long-term, valuable customers… 2 …stabilizing operations by de-risking the current portfolio and targeting future backlog in core product lines… 1 Offshore Offshore LNG Refining & Tanks ME Selective Specialized Petrochemicals. …creating value by integrating our technology partnerships, FEED, smart modularization and fabrication 3 capabilities… Win IT Do IT Run IT Tech partnership FEED & io Smart Fabrication Marine fit for Technical and pull through Modularization Yards strategy purpose digital services Restructured Lean, Accountable Operating Model 4 producing predictable returns and stable free cash flow from a lean, accountable organization. 40 Private and ConfidentialConfidential 4 Summary: Integrated Business Model will Maximize MDR Value 1 Focused on a selected group of long-term, valuable customers… 2 …stabilizing operations by de-risking the current portfolio and targeting future backlog in core product lines… 1 Offshore Offshore LNG Refining & Tanks ME Selective Specialized Petrochemicals. …creating value by integrating our technology partnerships, FEED, smart modularization and fabrication 3 capabilities… Win IT Do IT Run IT Tech partnership FEED & io Smart Fabrication Marine fit for Technical and pull through Modularization Yards strategy purpose digital services Restructured Lean, Accountable Operating Model 4 producing predictable returns and stable free cash flow from a lean, accountable organization. 40 Private and Confidential

Confidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and ConfidentialConfidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and Confidential

Confidential Revenue and Backlog Cycle ($ in millions) MDR is ending the fourth quarter with near record backlog of nearly $20 billion, representing more than 90% of 2020 revenue and over 60% of 2021 revenue n The Company also has a robust pipeline of opportunities across its product offering, with over $60 billion in work expected to be bid for 2020 n While MDR has a very strong backlog and order pipeline, these opportunities are at risk given the prospect of a Chapter 11 filing and uncertainty around the future of MDR „ A strong message to customer regarding the limited financial nature of the Chapter 11 is critical, messaging that it is limited to a balance sheet restructuring and a means to effectuate the Tech sale „ Customers need assurances that MDR will quickly emerge with sufficient liquidity and will continue to execute on its existing backlog n MDR’s intends to narrow its future bidding focus significantly vs. the Financing Case „ The sale of Tech, coupled with the wind-down in Power and the more selective LNG focus has reduced the bidding pipeline and expected future new orders „ MDR’s primary bidding focus is on Offshore, Petrochem, Tanks, and risk-mitigated LNG 41 Private and ConfidentialConfidential Revenue and Backlog Cycle ($ in millions) MDR is ending the fourth quarter with near record backlog of nearly $20 billion, representing more than 90% of 2020 revenue and over 60% of 2021 revenue n The Company also has a robust pipeline of opportunities across its product offering, with over $60 billion in work expected to be bid for 2020 n While MDR has a very strong backlog and order pipeline, these opportunities are at risk given the prospect of a Chapter 11 filing and uncertainty around the future of MDR „ A strong message to customer regarding the limited financial nature of the Chapter 11 is critical, messaging that it is limited to a balance sheet restructuring and a means to effectuate the Tech sale „ Customers need assurances that MDR will quickly emerge with sufficient liquidity and will continue to execute on its existing backlog n MDR’s intends to narrow its future bidding focus significantly vs. the Financing Case „ The sale of Tech, coupled with the wind-down in Power and the more selective LNG focus has reduced the bidding pipeline and expected future new orders „ MDR’s primary bidding focus is on Offshore, Petrochem, Tanks, and risk-mitigated LNG 41 Private and Confidential

Confidential Backlog Roll-off ($ in millions) While 90% of 2020 revenue is secured in backlog, clarity on MDR’s path forward and project execution assurances are critical to maintain this backlog as well as secure new orders to fill in future revenue not in backlog n Over 90% and 60% of 2020 and 2021 revenue, respectively, secured in backlog „ In comparison, MDR had only secured ~65% and 25% of 2019 and 2020 revenue, respectively, at the end of 2018 Backlog Roll-off and Forecasted New Orders (2020 – 2024) $13,962 $13,683 $12,943 $10,369 $9,736 $838 $10,612 (9%) $3,909 (76%) (38%) $11,432 $12,870 (94%) (88%) $8,898 (91%) $6,460 (62%) $3,349 (24%) $1,511 $812 (12%) (6%) 2020 2021 2022 2023 2024 Backlog New Orders Source: MDR’s business plan 42 Private and ConfidentialConfidential Backlog Roll-off ($ in millions) While 90% of 2020 revenue is secured in backlog, clarity on MDR’s path forward and project execution assurances are critical to maintain this backlog as well as secure new orders to fill in future revenue not in backlog n Over 90% and 60% of 2020 and 2021 revenue, respectively, secured in backlog „ In comparison, MDR had only secured ~65% and 25% of 2019 and 2020 revenue, respectively, at the end of 2018 Backlog Roll-off and Forecasted New Orders (2020 – 2024) $13,962 $13,683 $12,943 $10,369 $9,736 $838 $10,612 (9%) $3,909 (76%) (38%) $11,432 $12,870 (94%) (88%) $8,898 (91%) $6,460 (62%) $3,349 (24%) $1,511 $812 (12%) (6%) 2020 2021 2022 2023 2024 Backlog New Orders Source: MDR’s business plan 42 Private and Confidential

Confidential Total Backlog as of Q3 2019 ($ in millions) Total backlog as of September 30, 2019 exceeded $20 billion n Diversification among product line and geographies n More than 40% of existing backlog not expected to run off until after 2020 Total Backlog as of Q3 2019 By Area Total Backlog By Segments $20,085 $592 $592 3% $4,180 3% 2022+ (21%) $1,190 $1,632 6% 8% $4,796 $2,389 TY’21 $6,563 (24%) 12% $7,615 33% 38% $20.1 $20.1 Billion $6,464 Billion 32% $8,588 TY’20 (43%) $9,022 $329 $3,782 45% 1% 19% $2,521 Q4 2019 (13%) LNG Power Offshore Total Backlog Downstream Tech Tanks NCSA EARC MENA APAC Tech Source: Information as of Q3 2019 43 Private and ConfidentialConfidential Total Backlog as of Q3 2019 ($ in millions) Total backlog as of September 30, 2019 exceeded $20 billion n Diversification among product line and geographies n More than 40% of existing backlog not expected to run off until after 2020 Total Backlog as of Q3 2019 By Area Total Backlog By Segments $20,085 $592 $592 3% $4,180 3% 2022+ (21%) $1,190 $1,632 6% 8% $4,796 $2,389 TY’21 $6,563 (24%) 12% $7,615 33% 38% $20.1 $20.1 Billion $6,464 Billion 32% $8,588 TY’20 (43%) $9,022 $329 $3,782 45% 1% 19% $2,521 Q4 2019 (13%) LNG Power Offshore Total Backlog Downstream Tech Tanks NCSA EARC MENA APAC Tech Source: Information as of Q3 2019 43 Private and Confidential

Confidential New Order Awards ($ in millions) Quarterly New Orders – Actuals and Forecast n New orders awarded in Q1 and Q2 2020 would be impacted during the duration of Chapter 11 proceeding (through April 2020), Orders are expected to recover post-emergence during the second half of 2020 n The ability of MDR to secure awards and retain backlog during the case is dependent upon having a strong message that the Company has a path forward, including that the case is limited to a quick financial restructuring and that the Company is continuing to support its existing backlog New Order Awards $7,306 $6,670 $4,217 $3,509 $2,803 $1,659 $1,016 $958 Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Chapter 11 period 44 Private and ConfidentialConfidential New Order Awards ($ in millions) Quarterly New Orders – Actuals and Forecast n New orders awarded in Q1 and Q2 2020 would be impacted during the duration of Chapter 11 proceeding (through April 2020), Orders are expected to recover post-emergence during the second half of 2020 n The ability of MDR to secure awards and retain backlog during the case is dependent upon having a strong message that the Company has a path forward, including that the case is limited to a quick financial restructuring and that the Company is continuing to support its existing backlog New Order Awards $7,306 $6,670 $4,217 $3,509 $2,803 $1,659 $1,016 $958 Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Chapter 11 period 44 Private and Confidential

Confidential ($ in millions) Updated View of Financial Impact from Technology Pull-Through Management estimates that ~$255 million in run-rate operating income will be lost due to the sale of the Technology segment Overview of EPC Pull-Through from Technology n Management utilized a bottoms-up Analysis assumes little to no impact to 2020E awards approach to update its view on the New Orders Foregone (by Project) impact that Technology pull-through has on the business Project Region 2021E 2022E 2023E 2024E Project A NCSA $200 $440 $220 $430 n 17 potential future projects were excluded from the MB’20 assuming Project B APAC 400 -- -- -- a full separation of the Technology Project C APAC -- 600 -- -- segment in 2020 Project D APAC -- -- 500 -- Project E (Various) APAC -- -- -- 489 „ 7 in EARC, 4 in NCSA, 4 in Project F (Various) MENA -- -- 1,200 1,500 APAC and 2 in MENA Project G (Various) EARC -- 1,100 300 1,200 „ Financing Case identified 22 Management Adjustment APAC (240) (360) (300) -- future projects Total Orders Foregone $360 $1,780 $1,920 $3,619 n Management estimates that MDR will forgo ~$255 million in run-rate Financial Impact from Loss of Technology Pull-Through operating income assuming a full 2021E 2022E 2023E 2024E loss of all Technology pull-through Revenue Foregone $28 $204 $1,089 $2,043 „ Depending on the eventual Project Gross Profit Forgone $3 $20 $111 $217 buyer, a material portion of this % Margin 10% 10% 10% 11% estimate may still be realizable by pro forma MDR Unallocated Direct Operating Expenses 11 16 26 37 Operating Income Foregone $14 $36 $137 $255 % Margin 49% 17% 13% 12% Cash Flow from Operating Activities Forgone $21 $113 $149 $236 45 Private and ConfidentialConfidential ($ in millions) Updated View of Financial Impact from Technology Pull-Through Management estimates that ~$255 million in run-rate operating income will be lost due to the sale of the Technology segment Overview of EPC Pull-Through from Technology n Management utilized a bottoms-up Analysis assumes little to no impact to 2020E awards approach to update its view on the New Orders Foregone (by Project) impact that Technology pull-through has on the business Project Region 2021E 2022E 2023E 2024E Project A NCSA $200 $440 $220 $430 n 17 potential future projects were excluded from the MB’20 assuming Project B APAC 400 -- -- -- a full separation of the Technology Project C APAC -- 600 -- -- segment in 2020 Project D APAC -- -- 500 -- Project E (Various) APAC -- -- -- 489 „ 7 in EARC, 4 in NCSA, 4 in Project F (Various) MENA -- -- 1,200 1,500 APAC and 2 in MENA Project G (Various) EARC -- 1,100 300 1,200 „ Financing Case identified 22 Management Adjustment APAC (240) (360) (300) -- future projects Total Orders Foregone $360 $1,780 $1,920 $3,619 n Management estimates that MDR will forgo ~$255 million in run-rate Financial Impact from Loss of Technology Pull-Through operating income assuming a full 2021E 2022E 2023E 2024E loss of all Technology pull-through Revenue Foregone $28 $204 $1,089 $2,043 „ Depending on the eventual Project Gross Profit Forgone $3 $20 $111 $217 buyer, a material portion of this % Margin 10% 10% 10% 11% estimate may still be realizable by pro forma MDR Unallocated Direct Operating Expenses 11 16 26 37 Operating Income Foregone $14 $36 $137 $255 % Margin 49% 17% 13% 12% Cash Flow from Operating Activities Forgone $21 $113 $149 $236 45 Private and Confidential

Confidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and ConfidentialConfidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and Confidential

Confidential ($ in millions) Overview of Business Segments FY 2020E MB’20 Financials Offshore / Subsea Onshore EPC Tanks (largely legacy MDR) (largely legacy CB&I) Y/Y Growth Y/Y Growth Y/Y Growth 45% 17% (24%) (16%) (6%) 23% 11% 12% (9%) 52% 2% 16% $9,083 $7,813 $7,655 $5,321 Segment $4,545 $5,544 $5,022 $4,035 $3,130 Revenue $3,378 $986 $1,096 $1,222 $803 $857 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Margin Margin Margin 8% 9% 11% 10% 10% 9% 9% 8% 10% 13% 11% 16% 15% 16% 17% $944 Project $838 $795 $441 $415 $405 $390 Gross $468 $267 $459 Profit $206 $170 $146 $132 $94 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Margin Margin Margin 5% 7% 9% 9% 9% 5% 6% 6% 8% 11% 2% 7% 7% 8% 10% $829 $725 $699 Adj. $373 $322 EBITDA $298 $272 $337 $275 $172 $124 $88 $64 $58 $17 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 46 Private and ConfidentialConfidential ($ in millions) Overview of Business Segments FY 2020E MB’20 Financials Offshore / Subsea Onshore EPC Tanks (largely legacy MDR) (largely legacy CB&I) Y/Y Growth Y/Y Growth Y/Y Growth 45% 17% (24%) (16%) (6%) 23% 11% 12% (9%) 52% 2% 16% $9,083 $7,813 $7,655 $5,321 Segment $4,545 $5,544 $5,022 $4,035 $3,130 Revenue $3,378 $986 $1,096 $1,222 $803 $857 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Margin Margin Margin 8% 9% 11% 10% 10% 9% 9% 8% 10% 13% 11% 16% 15% 16% 17% $944 Project $838 $795 $441 $415 $405 $390 Gross $468 $267 $459 Profit $206 $170 $146 $132 $94 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Margin Margin Margin 5% 7% 9% 9% 9% 5% 6% 6% 8% 11% 2% 7% 7% 8% 10% $829 $725 $699 Adj. $373 $322 EBITDA $298 $272 $337 $275 $172 $124 $88 $64 $58 $17 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 46 Private and Confidential

Confidential ($ in millions) Overview of Business Segments (cont’d) FY 2020E MB’20 Financials Offshore / Subsea Onshore EPC Tanks (largely legacy MDR) (largely legacy CB&I) $624 $818 $278 $260 $746 $540 $130 $123 $141 $67 $96 $562 $128 $115 Cash Flow $175 $112 $81 $115 $409 from $359 ($400) ($72) ($14) 1 Operations $628 $547 ($26) ($504) $385 $188 2020 2021 2022 2023 2024 $170 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Pre-Corporate Allocation $13,719 $12,542 $12,688 $10,658 $9,951 Backlog $8,722 $7,489 $7,441 $6,056 $5,025 $1,506 $1,493 $1,339 $1,450 $1,097 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 1. Onshore 2021 CFOA includes $167 million drawdown of cash already prefunded into various projects and JVs 47 Private and ConfidentialConfidential ($ in millions) Overview of Business Segments (cont’d) FY 2020E MB’20 Financials Offshore / Subsea Onshore EPC Tanks (largely legacy MDR) (largely legacy CB&I) $624 $818 $278 $260 $746 $540 $130 $123 $141 $67 $96 $562 $128 $115 Cash Flow $175 $112 $81 $115 $409 from $359 ($400) ($72) ($14) 1 Operations $628 $547 ($26) ($504) $385 $188 2020 2021 2022 2023 2024 $170 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Pre-Corporate Allocation $13,719 $12,542 $12,688 $10,658 $9,951 Backlog $8,722 $7,489 $7,441 $6,056 $5,025 $1,506 $1,493 $1,339 $1,450 $1,097 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 1. Onshore 2021 CFOA includes $167 million drawdown of cash already prefunded into various projects and JVs 47 Private and Confidential

Confidential Projected Net Working Capital Breakout by Segment ($ in millions) The majority of MDR’s net working capital deficit is tied to the Onshore EPC segment 1 1 MB’20 Operating Assumptions Total Net Working Capital Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 2021E ($414) Consolidated ($711) ($785) ($832) As % of LTM Revenue (21%) (17%) (12%) (12%) (10%) (6%) ($259) 2 ($1,172) NWC Days (78) (62) (45) (42) (38) (22) ($1,471) Offshore / Subsea ($274) ($673) ($289) ($286) As % of LTM Revenue (5%) (6%) (3%) (2%) (2%) (0%) NWC Days (17) (21) (11) (7) (6) (1) ($985) ($1,074) ($304) ($1,118) Onshore EPC As % of LTM Revenue (31%) (23%) (18%) (20%) (18%) (6%) ($300) ($1,476) NWC Days (112) (83) (64) (72) (64) (21) Tanks ($1,771) As % of LTM Revenue (11%) (9%) (7%) (3%) (9%) (17%) Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E NWC Days (39) (34) (25) (12) (31) (64) Operating Segments Corporate 3 Operating Segment Net Working Capital – MB’20 and Balance Adjusted for Vendor Pay Down Offshore / Subsea Onshore EPC Tanks ($12) ($31) ($86) ($103) ($74) ($70) ($133) ($100) ($155) ($116) ($140) ($214) ($262) ($552) ($629) ($650) ($858) ($1,200) Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E 1. Excludes Technology segment 2. Defined as Working Capital divided by LTM Revenue multiplied by 365 days 3. Excludes corporate net working capital balances 48 Private and ConfidentialConfidential Projected Net Working Capital Breakout by Segment ($ in millions) The majority of MDR’s net working capital deficit is tied to the Onshore EPC segment 1 1 MB’20 Operating Assumptions Total Net Working Capital Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 2021E ($414) Consolidated ($711) ($785) ($832) As % of LTM Revenue (21%) (17%) (12%) (12%) (10%) (6%) ($259) 2 ($1,172) NWC Days (78) (62) (45) (42) (38) (22) ($1,471) Offshore / Subsea ($274) ($673) ($289) ($286) As % of LTM Revenue (5%) (6%) (3%) (2%) (2%) (0%) NWC Days (17) (21) (11) (7) (6) (1) ($985) ($1,074) ($304) ($1,118) Onshore EPC As % of LTM Revenue (31%) (23%) (18%) (20%) (18%) (6%) ($300) ($1,476) NWC Days (112) (83) (64) (72) (64) (21) Tanks ($1,771) As % of LTM Revenue (11%) (9%) (7%) (3%) (9%) (17%) Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E NWC Days (39) (34) (25) (12) (31) (64) Operating Segments Corporate 3 Operating Segment Net Working Capital – MB’20 and Balance Adjusted for Vendor Pay Down Offshore / Subsea Onshore EPC Tanks ($12) ($31) ($86) ($103) ($74) ($70) ($133) ($100) ($155) ($116) ($140) ($214) ($262) ($552) ($629) ($650) ($858) ($1,200) Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 '21E 1. Excludes Technology segment 2. Defined as Working Capital divided by LTM Revenue multiplied by 365 days 3. Excludes corporate net working capital balances 48 Private and Confidential

Confidential ($ in millions) Offshore / Subsea Segment Highlights Project Gross Profit Comparison n Orders adjusted due to repositioning MDR’s project portfolio $631 $608 n Profitability in 2020 impacted negatively by a project slippage $468 $459 and delay as well as project losses due to restructuring n Cash flow in 2020 was revised downwards to account for delayed projects, loss of projects and cash charges n Cash flow in 2021 adjusted to account for projects pushed out of 2020 and into 2021, new awards and cash receipts '20E '21E MB'20 Financing Case Financial Summary & Comparison to Financing Case Delta from Financing Case MB'20 '20E '21E '22E '23E '24E '20E '21E Orders $7,110 $7,612 $8,832 $6,782 $7,053 $294 ($939) Backlog 9,951 12,542 13,719 12,688 10,658 1,577 1,953 Revenue $5,544 $5,022 $7,655 $7,813 $9,083 ($1,018) ($1,315) % Growth (9%) 52% 2% 16% Project Gross Profit $468 $459 $838 $795 $944 ($162) ($149) % Margin 8% 9% 11% 10% 10% 1 Allocated Direct Operating Expenses (141) (106) (87) (112) (119) ($60) ($34) 1 Allocated SG&A (142) (106) (129) (122) (122) (26) 7 1 Allocated R&D / Other 4 (6) (8) (8) (8) 16 6 1 Allocated DD&A 86 97 110 146 134 12 (22) Segment EBITDA $275 $337 $725 $699 $829 ($225) ($196) % Margin 5% 7% 9% 9% 9% 2 Allocated CFOA $170 $188 $547 $385 $628 ($438) ($132) 1 Allocated Capex (142) (111) (66) (43) (28) (2) 70 FCF $27 $76 $481 $342 $600 ($440) ($62) 3 FCF Cash Conversion 10% 23% 66% 49% 72% 1. Allocated based on a pro-rata revenue contribution 2. Cash flows forecasted on a project level basis with corporate cash flow items allocated on a pro-rata revenue contribution 3. Calculated as free cash flow divided by Adj. EBITDA 49 Private and ConfidentialConfidential ($ in millions) Offshore / Subsea Segment Highlights Project Gross Profit Comparison n Orders adjusted due to repositioning MDR’s project portfolio $631 $608 n Profitability in 2020 impacted negatively by a project slippage $468 $459 and delay as well as project losses due to restructuring n Cash flow in 2020 was revised downwards to account for delayed projects, loss of projects and cash charges n Cash flow in 2021 adjusted to account for projects pushed out of 2020 and into 2021, new awards and cash receipts '20E '21E MB'20 Financing Case Financial Summary & Comparison to Financing Case Delta from Financing Case MB'20 '20E '21E '22E '23E '24E '20E '21E Orders $7,110 $7,612 $8,832 $6,782 $7,053 $294 ($939) Backlog 9,951 12,542 13,719 12,688 10,658 1,577 1,953 Revenue $5,544 $5,022 $7,655 $7,813 $9,083 ($1,018) ($1,315) % Growth (9%) 52% 2% 16% Project Gross Profit $468 $459 $838 $795 $944 ($162) ($149) % Margin 8% 9% 11% 10% 10% 1 Allocated Direct Operating Expenses (141) (106) (87) (112) (119) ($60) ($34) 1 Allocated SG&A (142) (106) (129) (122) (122) (26) 7 1 Allocated R&D / Other 4 (6) (8) (8) (8) 16 6 1 Allocated DD&A 86 97 110 146 134 12 (22) Segment EBITDA $275 $337 $725 $699 $829 ($225) ($196) % Margin 5% 7% 9% 9% 9% 2 Allocated CFOA $170 $188 $547 $385 $628 ($438) ($132) 1 Allocated Capex (142) (111) (66) (43) (28) (2) 70 FCF $27 $76 $481 $342 $600 ($440) ($62) 3 FCF Cash Conversion 10% 23% 66% 49% 72% 1. Allocated based on a pro-rata revenue contribution 2. Cash flows forecasted on a project level basis with corporate cash flow items allocated on a pro-rata revenue contribution 3. Calculated as free cash flow divided by Adj. EBITDA 49 Private and Confidential

Confidential ($ in millions) Onshore EPC Segment Highlights Project Gross Profit Comparison n Cash flow delta from Financing Case to MB’20 due to removal $445 and timing of downsides $390 n Orders adjusted due to repositioning MDR’s project portfolio $267 $172 n Profitability impacted by removal of contingency items and reduced contract values n Cash flow mainly impacted by loss of major project awards, contract value reductions, loss of cash advances and project '20E '21E delays MB'20 Financing Case Financial Summary & Comparison to Financing Case MB'20 Delta from Financing Case '20E '21E '22E '23E '24E '20E '21E Orders $3,383 $3,312 $2,856 $5,065 $4,762 ($5,041) ($4,370) Backlog 8,722 7,489 5,025 6,056 7,441 (5,596) (9,017) Revenue $3,130 $4,545 $5,321 $4,035 $3,378 ($715) ($949) % Growth 45% 17% (24%) (16%) Project Gross Profit $267 $390 $415 $405 $441 $94 ($55) % Margin 9% 9% 8% 10% 13% 1 Allocated Direct Operating Expenses (35) (69) (69) (50) (42) ($9) ($23) 1 Allocated SG&A (86) (90) (82) (60) (46) 19 15 1 Allocated R&D / Other (1) 9 5 3 2 (0) 9 1 Allocated DD&A 27 33 29 23 18 (52) (30) Segment EBITDA $172 $272 $298 $322 $373 $93 ($43) % Margin 5% 6% 6% 8% 11% 2 Allocated CFOA ($504) ($72) $115 $175 $540 ($312) ($515) 1 Allocated Capex (13) (32) (4) (4) (3) 27 (28) FCF ($517) ($104) $110 $170 $537 ($285) ($542) 3 FCF Cash Conversion (301%) (38%) 37% 53% 144% 1. Allocated based on a pro-rata revenue contribution 2. Cash flows forecasted on a project level basis with corporate cash flow items allocated on a pro-rata revenue contribution 3. Calculated as free cash flow divided by Adj. EBITDA 50 Private and ConfidentialConfidential ($ in millions) Onshore EPC Segment Highlights Project Gross Profit Comparison n Cash flow delta from Financing Case to MB’20 due to removal $445 and timing of downsides $390 n Orders adjusted due to repositioning MDR’s project portfolio $267 $172 n Profitability impacted by removal of contingency items and reduced contract values n Cash flow mainly impacted by loss of major project awards, contract value reductions, loss of cash advances and project '20E '21E delays MB'20 Financing Case Financial Summary & Comparison to Financing Case MB'20 Delta from Financing Case '20E '21E '22E '23E '24E '20E '21E Orders $3,383 $3,312 $2,856 $5,065 $4,762 ($5,041) ($4,370) Backlog 8,722 7,489 5,025 6,056 7,441 (5,596) (9,017) Revenue $3,130 $4,545 $5,321 $4,035 $3,378 ($715) ($949) % Growth 45% 17% (24%) (16%) Project Gross Profit $267 $390 $415 $405 $441 $94 ($55) % Margin 9% 9% 8% 10% 13% 1 Allocated Direct Operating Expenses (35) (69) (69) (50) (42) ($9) ($23) 1 Allocated SG&A (86) (90) (82) (60) (46) 19 15 1 Allocated R&D / Other (1) 9 5 3 2 (0) 9 1 Allocated DD&A 27 33 29 23 18 (52) (30) Segment EBITDA $172 $272 $298 $322 $373 $93 ($43) % Margin 5% 6% 6% 8% 11% 2 Allocated CFOA ($504) ($72) $115 $175 $540 ($312) ($515) 1 Allocated Capex (13) (32) (4) (4) (3) 27 (28) FCF ($517) ($104) $110 $170 $537 ($285) ($542) 3 FCF Cash Conversion (301%) (38%) 37% 53% 144% 1. Allocated based on a pro-rata revenue contribution 2. Cash flows forecasted on a project level basis with corporate cash flow items allocated on a pro-rata revenue contribution 3. Calculated as free cash flow divided by Adj. EBITDA 50 Private and Confidential

Confidential ($ in millions) Tanks Segment Highlights Project Gross Profit Comparison n Orders adjusted downwards to account for lost awards due to $220 $213 $206 the ongoing restructuring $197 $170 $163 $153 $146 n Cash flow and profitability negatively impacted by awards lost $132 during 2020 and 2021 $94 '20E '21E '22E '23E '24E MB'20 Financing Case Financial Summary & Comparison to Financing Case MB'20 Delta from Financing Case Financing Case '20E '21E '22E '23E '24E '20E '21E '22E '23E '24E Orders $699 $1,045 $1,097 $1,152 $1,209 ($567) ($548) ($639) ($629) ($608) Backlog 1,097 1,339 1,450 1,506 1,493 (342) (366) (398) (387) (437) Revenue $857 $803 $986 $1,096 $1,222 ($407) ($524) ($606) ($640) ($558) % Growth (6%) 23% 11% 12% Project Gross Profit $94 $132 $146 $170 $206 ($58) ($31) ($51) ($43) ($14) % Margin 11% 16% 15% 16% 17% 1 Allocated Direct Operating Expenses (23) (24) (29) (29) (28) ($19) ($21) ($25) ($26) ($24) 1 Allocated SG&A (53) (48) (51) (52) (52) (26) (20) (22) (21) (20) 1 Allocated R&D / Other (3) (3) (3) (3) (3) 1 Allocated DD&A 2 2 2 2 2 (12) (16) (18) (21) (22) Segment EBITDA $17 $58 $64 $88 $124 ($124) ($95) ($124) ($118) ($88) % Margin 2% 7% 7% 8% 10% 1 Allocated CFOA ($26) $112 $115 $81 $128 ($130) ($9) 2 Allocated Capex (11) (11) (10) (11) (11) 2 6 FCF ($37) $101 $105 $71 $117 ($127) ($3) 3 FCF Cash Conversion (220%) 174% 163% 80% 94% 1. Allocated based on a pro-rata revenue contribution 2. Cash flows forecasted on a project level basis with corporate cash flow items allocated on a pro-rata revenue contribution 3. Calculated as free cash flow divided by Adj. EBITDA 51 Private and ConfidentialConfidential ($ in millions) Tanks Segment Highlights Project Gross Profit Comparison n Orders adjusted downwards to account for lost awards due to $220 $213 $206 the ongoing restructuring $197 $170 $163 $153 $146 n Cash flow and profitability negatively impacted by awards lost $132 during 2020 and 2021 $94 '20E '21E '22E '23E '24E MB'20 Financing Case Financial Summary & Comparison to Financing Case MB'20 Delta from Financing Case Financing Case '20E '21E '22E '23E '24E '20E '21E '22E '23E '24E Orders $699 $1,045 $1,097 $1,152 $1,209 ($567) ($548) ($639) ($629) ($608) Backlog 1,097 1,339 1,450 1,506 1,493 (342) (366) (398) (387) (437) Revenue $857 $803 $986 $1,096 $1,222 ($407) ($524) ($606) ($640) ($558) % Growth (6%) 23% 11% 12% Project Gross Profit $94 $132 $146 $170 $206 ($58) ($31) ($51) ($43) ($14) % Margin 11% 16% 15% 16% 17% 1 Allocated Direct Operating Expenses (23) (24) (29) (29) (28) ($19) ($21) ($25) ($26) ($24) 1 Allocated SG&A (53) (48) (51) (52) (52) (26) (20) (22) (21) (20) 1 Allocated R&D / Other (3) (3) (3) (3) (3) 1 Allocated DD&A 2 2 2 2 2 (12) (16) (18) (21) (22) Segment EBITDA $17 $58 $64 $88 $124 ($124) ($95) ($124) ($118) ($88) % Margin 2% 7% 7% 8% 10% 1 Allocated CFOA ($26) $112 $115 $81 $128 ($130) ($9) 2 Allocated Capex (11) (11) (10) (11) (11) 2 6 FCF ($37) $101 $105 $71 $117 ($127) ($3) 3 FCF Cash Conversion (220%) 174% 163% 80% 94% 1. Allocated based on a pro-rata revenue contribution 2. Cash flows forecasted on a project level basis with corporate cash flow items allocated on a pro-rata revenue contribution 3. Calculated as free cash flow divided by Adj. EBITDA 51 Private and Confidential

Confidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and ConfidentialConfidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and Confidential

Confidential DIP Sizing ($ in millions) th n The DIP need was sized based on a 3.5 month case, assuming a January 15 filing and an April 30, 2020 emergence in the Expected Case „ The Alternative Case assumes a 5.5 month case, extending 2 months longer with June 30, 2020 emergence „ Neither the Expected Case or Alternative Case are meant to illustrate the time required to close a Tech sale, which will be dependent upon the buyer and regulatory approval requirements n The DIP forecast utilizes the base business plan projections adjusted to include the Chapter 11 impact, including: additional administrative costs, the impact on trade payables, and the impact on letters of credit, bilateral L/Cs and surety bonds „ The analysis assumes $450 million of minimum available cash „ Interest expense on both existing facilities and DIP financing is not included in the business plan or DIP forecast Illustrative DIP sizing need Expected Case Alternative Case ($ Millions) (3,240) Summary DIP Sizing Need Alternative Case Expected Case Total Cash Need from DIP (820) (760) Total L/C Need from DIP (1,420) (640) L/C Need (2,400) (1,420) Total Implied DIP Sizing Need $ (2,240) $ (1,400) L/C Need Prepetition Superpriority Facility Cash Amount ( 800) (800) (640) Prepetition Superpriority Facility L/C Amount (200) (200) Total DIP Need and Prepetition Superpriority Balance (3,240) (2,400) Cash Need Cash Need (820) (760) Effective Day / Post-emergence Adjustments Payment of Remaining Prepetition A/P at Emergence (210) (210) Superpriority Superpriority Secured L/Cs converted to Bi-lateral L/Cs 360 - Financing Financing Total DIP, Superpriority, Prepetition A/P Paydown, (1,000) (1,000) & L/C Conversions $ (3,090) $ (2,610) 52 Private and ConfidentialConfidential DIP Sizing ($ in millions) th n The DIP need was sized based on a 3.5 month case, assuming a January 15 filing and an April 30, 2020 emergence in the Expected Case „ The Alternative Case assumes a 5.5 month case, extending 2 months longer with June 30, 2020 emergence „ Neither the Expected Case or Alternative Case are meant to illustrate the time required to close a Tech sale, which will be dependent upon the buyer and regulatory approval requirements n The DIP forecast utilizes the base business plan projections adjusted to include the Chapter 11 impact, including: additional administrative costs, the impact on trade payables, and the impact on letters of credit, bilateral L/Cs and surety bonds „ The analysis assumes $450 million of minimum available cash „ Interest expense on both existing facilities and DIP financing is not included in the business plan or DIP forecast Illustrative DIP sizing need Expected Case Alternative Case ($ Millions) (3,240) Summary DIP Sizing Need Alternative Case Expected Case Total Cash Need from DIP (820) (760) Total L/C Need from DIP (1,420) (640) L/C Need (2,400) (1,420) Total Implied DIP Sizing Need $ (2,240) $ (1,400) L/C Need Prepetition Superpriority Facility Cash Amount ( 800) (800) (640) Prepetition Superpriority Facility L/C Amount (200) (200) Total DIP Need and Prepetition Superpriority Balance (3,240) (2,400) Cash Need Cash Need (820) (760) Effective Day / Post-emergence Adjustments Payment of Remaining Prepetition A/P at Emergence (210) (210) Superpriority Superpriority Secured L/Cs converted to Bi-lateral L/Cs 360 - Financing Financing Total DIP, Superpriority, Prepetition A/P Paydown, (1,000) (1,000) & L/C Conversions $ (3,090) $ (2,610) 52 Private and Confidential

Confidential DIP Sizing (cont’d) ($ in millions) n Post-emergence liquidity need was assessed using the business plan, assuming no available cash on the balance sheet at emergence. Based on the liquidity low point in November 2020, MDR would need $860 million of liquidity „ Assumes minimum liquidity of $450 million consistent with DIP sizing assumptions „ While the post-emergence analysis assumes no available cash at emergence for sizing purposes, $450 million would be available at emergence based on the DIP analysis n Gross post-emergence L/C need was assessed using the business plan „ Forecasted L/C need based on L/C activity from May 2020 through end of 2021; including new L/Cs, step-ups and roll-offs „ For forecasting purposes, assumes current level of Secured L/C availability stays in place post-emergence „ To the extent projected L/C roll-offs vary from the current forecast, additional L/C capacity may be required Liquidity Low Point Post-Emergence Quarter End Balance by L/C Facility Post-Emergence Cash & L/C Need L/C Facility Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Cash Need Liquidity Low Point: Nov 2020 Break-even Liquidity Need $ (410) Minimum Liquidity ( 450) Facility Total Cash Need $ (860) 1 Secured L/Cs $ 2,200 $ 2,224 $ 2,213 $ 2,206 $ 2,298 $ 2,374 $ 2,340 $450MM available at emergence based on DIP need analysis 2 Bi-lateral L/Cs 1,515 1,478 1,517 2,075 1,771 1,769 1,844 3 Surety Bonds 585 585 585 585 585 585 585 Ending Facility Total $ 4,299 $ 4,286 $ 4,315 $ 4,866 $ 4,654 $ 4,728 $ 4,769 Illustrative Total Cash Need for DIP plus Post-Emergence Period Minimum Liquidity $ (450) Incremental L/Cs Required in Excess of Capacity Cash Need from DIP (310) 4 Incremental L/C Need - - - - - 123 - Superpriority Cash Funding (800) New L/C Requirements $ - $ - $ - $ - $ - $ 123 $ - A/P Pre-Petition Paydown ( 210) Post-Emergence Cash Need (410) Total Cash Need from DIP Period & $ (2,180) Post-Emergence* *Cash Need excludes transaction fees and interest expense 53 Private and ConfidentialConfidential DIP Sizing (cont’d) ($ in millions) n Post-emergence liquidity need was assessed using the business plan, assuming no available cash on the balance sheet at emergence. Based on the liquidity low point in November 2020, MDR would need $860 million of liquidity „ Assumes minimum liquidity of $450 million consistent with DIP sizing assumptions „ While the post-emergence analysis assumes no available cash at emergence for sizing purposes, $450 million would be available at emergence based on the DIP analysis n Gross post-emergence L/C need was assessed using the business plan „ Forecasted L/C need based on L/C activity from May 2020 through end of 2021; including new L/Cs, step-ups and roll-offs „ For forecasting purposes, assumes current level of Secured L/C availability stays in place post-emergence „ To the extent projected L/C roll-offs vary from the current forecast, additional L/C capacity may be required Liquidity Low Point Post-Emergence Quarter End Balance by L/C Facility Post-Emergence Cash & L/C Need L/C Facility Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Cash Need Liquidity Low Point: Nov 2020 Break-even Liquidity Need $ (410) Minimum Liquidity ( 450) Facility Total Cash Need $ (860) 1 Secured L/Cs $ 2,200 $ 2,224 $ 2,213 $ 2,206 $ 2,298 $ 2,374 $ 2,340 $450MM available at emergence based on DIP need analysis 2 Bi-lateral L/Cs 1,515 1,478 1,517 2,075 1,771 1,769 1,844 3 Surety Bonds 585 585 585 585 585 585 585 Ending Facility Total $ 4,299 $ 4,286 $ 4,315 $ 4,866 $ 4,654 $ 4,728 $ 4,769 Illustrative Total Cash Need for DIP plus Post-Emergence Period Minimum Liquidity $ (450) Incremental L/Cs Required in Excess of Capacity Cash Need from DIP (310) 4 Incremental L/C Need - - - - - 123 - Superpriority Cash Funding (800) New L/C Requirements $ - $ - $ - $ - $ - $ 123 $ - A/P Pre-Petition Paydown ( 210) Post-Emergence Cash Need (410) Total Cash Need from DIP Period & $ (2,180) Post-Emergence* *Cash Need excludes transaction fees and interest expense 53 Private and Confidential

Confidential Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) General Assumptions th n Filing on January 13, 2020 with a duration of the Chapter 11 case of 3.5 months in the Expected Case (April 30 th emergence) and 5.5 months in the Alternative Case (June 30 emergence) n Alternative Case assumes 2 additional months needed to effectuate the Tech sale n Minimum liquidity of $450 million to account for working capital swings and other business impacts Case n Assumes JV, captive and country cash balance requirements of ~$450 million Assumptions n Assumes no divestitures or material operational restructuring (e.g., project shutdown / contract rejections) n Assumes continued access to global cash n Assumes no cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties n Assumes no incremental L/Cs contemplated other than the L/C needs reflected in the business plan n Analysis does not incorporate any fees or interest expense for the prepetition facilities (including the Superpriority facility) or the DIP financing n All fees and interest expense would be incremental to the indicated DIP facility sizes Interest and Fees n Interest expense on these facilities was also excluded from the MB’20 cash flows n Interest on L/C facilities is included at the project level n Unadjusted, base case projections derived from: n Business plan for 2020 with adjustments for partial month of January Base Case n Assumed opening available cash balance of $25 million Projections n Base case incorporates assumed impact of bankruptcy on new orders and backlog n Base case assumes no material change to vendor payments terms n No assumptions made for exit capital structure or other operating assumptions Emergence 54 Private and ConfidentialConfidential Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) General Assumptions th n Filing on January 13, 2020 with a duration of the Chapter 11 case of 3.5 months in the Expected Case (April 30 th emergence) and 5.5 months in the Alternative Case (June 30 emergence) n Alternative Case assumes 2 additional months needed to effectuate the Tech sale n Minimum liquidity of $450 million to account for working capital swings and other business impacts Case n Assumes JV, captive and country cash balance requirements of ~$450 million Assumptions n Assumes no divestitures or material operational restructuring (e.g., project shutdown / contract rejections) n Assumes continued access to global cash n Assumes no cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties n Assumes no incremental L/Cs contemplated other than the L/C needs reflected in the business plan n Analysis does not incorporate any fees or interest expense for the prepetition facilities (including the Superpriority facility) or the DIP financing n All fees and interest expense would be incremental to the indicated DIP facility sizes Interest and Fees n Interest expense on these facilities was also excluded from the MB’20 cash flows n Interest on L/C facilities is included at the project level n Unadjusted, base case projections derived from: n Business plan for 2020 with adjustments for partial month of January Base Case n Assumed opening available cash balance of $25 million Projections n Base case incorporates assumed impact of bankruptcy on new orders and backlog n Base case assumes no material change to vendor payments terms n No assumptions made for exit capital structure or other operating assumptions Emergence 54 Private and Confidential

Confidential Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) General Assumptions n Chapter 11 impact reflected in base case assumptions in business plan n Loss of most new orders during case, but retention of existing backlog Customers n Clear message to customers that case limited to financial restructuring with clarity of outcome n Significant first-day order relief to pay pre-petition trade A/P, covering foreign vendors, vendor with potential lien rights, labor subcontractors, and certain other vendors n Assumes remaining pre-petition A/P to be paid out at emergence with no impairment of trade A/P Vendors n No additional payment term contraction on post-petition payables assumed during case n Vendor base assumed to be stabilized through first day order relief, DIP liquidity, and clear messaging around a consensual path forward n Assumes employee retention costs (i.e., KERP/KEIP) of $50 million Employees n No cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties Bi-lateral L/Cs, n 100% of new Secured L/Cs, step-ups, and renewals must be issued under the DIP facility Surety Bonds, & n All new project L/Cs must be issued under the DIP facility Secured L/Cs n Continue to renew bi-lateral L/Cs and sureties under existing facilities n Accrued professional fees of $25 million per month through April (Expected Case) n Professional fees assumed to drop to $15 million per month for May and June in the Alternative Case due to lower administrative needs while the Tech sale is being finalized Admin. Costs n Assumed to be paid 30 to 60 days after month-end, with all unpaid fees paid at emergence n Excludes transaction and financing fees n Super-priority financing of $1.0 billion received ($800 million TL; $200 million LCF); interest expense not included Pre-petition Debt n Tranche 3 and 4 for $700 million not received 55 Private and ConfidentialConfidential Chapter 11 Scenarios - DIP Facility Sizing Considerations (cont’d) General Assumptions n Chapter 11 impact reflected in base case assumptions in business plan n Loss of most new orders during case, but retention of existing backlog Customers n Clear message to customers that case limited to financial restructuring with clarity of outcome n Significant first-day order relief to pay pre-petition trade A/P, covering foreign vendors, vendor with potential lien rights, labor subcontractors, and certain other vendors n Assumes remaining pre-petition A/P to be paid out at emergence with no impairment of trade A/P Vendors n No additional payment term contraction on post-petition payables assumed during case n Vendor base assumed to be stabilized through first day order relief, DIP liquidity, and clear messaging around a consensual path forward n Assumes employee retention costs (i.e., KERP/KEIP) of $50 million Employees n No cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties Bi-lateral L/Cs, n 100% of new Secured L/Cs, step-ups, and renewals must be issued under the DIP facility Surety Bonds, & n All new project L/Cs must be issued under the DIP facility Secured L/Cs n Continue to renew bi-lateral L/Cs and sureties under existing facilities n Accrued professional fees of $25 million per month through April (Expected Case) n Professional fees assumed to drop to $15 million per month for May and June in the Alternative Case due to lower administrative needs while the Tech sale is being finalized Admin. Costs n Assumed to be paid 30 to 60 days after month-end, with all unpaid fees paid at emergence n Excludes transaction and financing fees n Super-priority financing of $1.0 billion received ($800 million TL; $200 million LCF); interest expense not included Pre-petition Debt n Tranche 3 and 4 for $700 million not received 55 Private and Confidential

Confidential ($ in millions) Estimated DIP Size – Illustrative Chapter 11 Cases ($ Millions) n Base Case Net cash need of $830 million from DIP Sizing Analysis Alternative Case Expected Case the MB’20 business plan Cash DIP Need „ Liquidity low point of Scenario 3 in previous 1 MB'20 Liquidity Low Point $ (600) $ (380) DIP sizing analysis from the Financing Case 2 Minimum Available Cash (450) ( 450) Base Case Net Cash Need (Liquidity Low Point) $ (1,050) $ (830) was $430 million Chapter 11 Adjustments: „ Additional $400 million of cash need related 3 Impact of Automatic Stay on Pre-Petition A/P 1,110 1,110 to the following 4 1st Day Vendor Payments (900) (900) 5 Employee Retention (50) (50) ● Scenario 3 Base Case of the Financing 6 Bankruptcy Administration Costs (120) (90) Case assumed an additional $150 million 7 Timing Adjustment for Liquidity Trough (Cash) 190 - draw from the Superpriority Facility Implied Cash Need from DIP $ (820) $ (760) ● Base Case of the Financing Case did not L/C DIP Need include customer impact from Chapter 11, 8 Base Case Net L/C Financing Requirement $ - $ - which was assumed to be $180 million in Chapter 11 Adjustments: scenario 3 9 Impact on Secured L/Cs - Renewals ( 590) ( 200) 10 Impact on Secured L/Cs - New + Step-Ups (470) ( 440) ● $70 million due to more refined, bottom up 11 Impact on Surety Bonds - - 12 Impact on Bi-Lateral L/Cs (360) - forecast, which includes additional case 13 Timing Adjustment for Liquidity Trough (L/Cs) - - duration (15 days), impact from vendor Implied L/C Need from DIP $ (1,420) $ (640) payment delays, and other Total Implied DIP Sizing Need $ (2,240) $ (1,400) Prepetition Superpriority Facility Cash Amount (800) (800) Prepetition Superpriority Facility L/C Amount (200) (200) Total DIP Need and Prepetition Superpriority Balance $ (3,240) $ (2,400) Effective Day / Post-emergence Adjustments Payment of Remaining Prepetition A/P at Emergence (210) (210) Secured L/Cs converted to Bi-lateral L/Cs 360 - Total DIP, Superpriority, Prepetition A/P Paydown, & L/C Conversions $ (3,090) $ (2,610) 56 Private and ConfidentialConfidential ($ in millions) Estimated DIP Size – Illustrative Chapter 11 Cases ($ Millions) n Base Case Net cash need of $830 million from DIP Sizing Analysis Alternative Case Expected Case the MB’20 business plan Cash DIP Need „ Liquidity low point of Scenario 3 in previous 1 MB'20 Liquidity Low Point $ (600) $ (380) DIP sizing analysis from the Financing Case 2 Minimum Available Cash (450) ( 450) Base Case Net Cash Need (Liquidity Low Point) $ (1,050) $ (830) was $430 million Chapter 11 Adjustments: „ Additional $400 million of cash need related 3 Impact of Automatic Stay on Pre-Petition A/P 1,110 1,110 to the following 4 1st Day Vendor Payments (900) (900) 5 Employee Retention (50) (50) ● Scenario 3 Base Case of the Financing 6 Bankruptcy Administration Costs (120) (90) Case assumed an additional $150 million 7 Timing Adjustment for Liquidity Trough (Cash) 190 - draw from the Superpriority Facility Implied Cash Need from DIP $ (820) $ (760) ● Base Case of the Financing Case did not L/C DIP Need include customer impact from Chapter 11, 8 Base Case Net L/C Financing Requirement $ - $ - which was assumed to be $180 million in Chapter 11 Adjustments: scenario 3 9 Impact on Secured L/Cs - Renewals ( 590) ( 200) 10 Impact on Secured L/Cs - New + Step-Ups (470) ( 440) ● $70 million due to more refined, bottom up 11 Impact on Surety Bonds - - 12 Impact on Bi-Lateral L/Cs (360) - forecast, which includes additional case 13 Timing Adjustment for Liquidity Trough (L/Cs) - - duration (15 days), impact from vendor Implied L/C Need from DIP $ (1,420) $ (640) payment delays, and other Total Implied DIP Sizing Need $ (2,240) $ (1,400) Prepetition Superpriority Facility Cash Amount (800) (800) Prepetition Superpriority Facility L/C Amount (200) (200) Total DIP Need and Prepetition Superpriority Balance $ (3,240) $ (2,400) Effective Day / Post-emergence Adjustments Payment of Remaining Prepetition A/P at Emergence (210) (210) Secured L/Cs converted to Bi-lateral L/Cs 360 - Total DIP, Superpriority, Prepetition A/P Paydown, & L/C Conversions $ (3,090) $ (2,610) 56 Private and Confidential

Confidential ($ in millions) Post-Emergence Liquidity Needs Assumptions Forecast Basis n Based on the post-emergence forecast period of the MB’20 business plan „ Assumes April 30, 2020 emergence „ Forecast does not include Tech operations or sale proceeds (assumed to be sold at emergence) Capital Structure n Unlevered balance sheet, with no assumption for exit capital structure „ Interest and financing costs incremental to liquidity need „ No assumption for transaction fees or costs to secure financing Liquidity n Assumes no cash on balance sheet at emergence „ DIP analysis assumes minimum available cash of $450 million; this cash could be used to payoff DIP or fund the post- emergence period n No JV cash included in ending monthly / quarterly cash balances n No incremental restructuring professional fees or transaction fees assumed post emergence 57 Private and ConfidentialConfidential ($ in millions) Post-Emergence Liquidity Needs Assumptions Forecast Basis n Based on the post-emergence forecast period of the MB’20 business plan „ Assumes April 30, 2020 emergence „ Forecast does not include Tech operations or sale proceeds (assumed to be sold at emergence) Capital Structure n Unlevered balance sheet, with no assumption for exit capital structure „ Interest and financing costs incremental to liquidity need „ No assumption for transaction fees or costs to secure financing Liquidity n Assumes no cash on balance sheet at emergence „ DIP analysis assumes minimum available cash of $450 million; this cash could be used to payoff DIP or fund the post- emergence period n No JV cash included in ending monthly / quarterly cash balances n No incremental restructuring professional fees or transaction fees assumed post emergence 57 Private and Confidential

Confidential ($ in millions) Post-Emergence Liquidity Needs (continued) Liquidity Forecast n Peak liquidity need of approximately $860 million forecast to be November, 2020 „ Liquidity need includes $450 million of available cash (exclude JV and in-country cash) necessary for working capital and forecast variance (DIP analysis assumes $450 million of cash available at emergence) „ Significant liquidity need immediately post-emergence of approximately $710 million in May, 2020 Liquidity Trough Timing Post-Emergence Liquidity Need $900 $860 Total Liquidity $860 $750 $710 $620 Need $660 $640 $650 $700 $590 $530 $450 $420 $500 $280 Minimum $450 Liquidity Need $300 $100 -$100 Break-even -$300 $410 5/1/2020 5/31 6/30 7/31 8/31 9/30 10/31 11/30 12/31 Q1'21 Q2'21 Q3'21 Q4'21 Liquidity Minimum Liquidity - 450 450 450 450 450 450 450 450 450 450 450 450 Cushion Break-even - 260 140 200 210 190 300 410 170 (30) 80 - (170) Liquidity Nov-19 Total $- $710 $590 $650 $660 $640 $750 $860 $620 $420 $530 $450 $280 58 Private and ConfidentialConfidential ($ in millions) Post-Emergence Liquidity Needs (continued) Liquidity Forecast n Peak liquidity need of approximately $860 million forecast to be November, 2020 „ Liquidity need includes $450 million of available cash (exclude JV and in-country cash) necessary for working capital and forecast variance (DIP analysis assumes $450 million of cash available at emergence) „ Significant liquidity need immediately post-emergence of approximately $710 million in May, 2020 Liquidity Trough Timing Post-Emergence Liquidity Need $900 $860 Total Liquidity $860 $750 $710 $620 Need $660 $640 $650 $700 $590 $530 $450 $420 $500 $280 Minimum $450 Liquidity Need $300 $100 -$100 Break-even -$300 $410 5/1/2020 5/31 6/30 7/31 8/31 9/30 10/31 11/30 12/31 Q1'21 Q2'21 Q3'21 Q4'21 Liquidity Minimum Liquidity - 450 450 450 450 450 450 450 450 450 450 450 450 Cushion Break-even - 260 140 200 210 190 300 410 170 (30) 80 - (170) Liquidity Nov-19 Total $- $710 $590 $650 $660 $640 $750 $860 $620 $420 $530 $450 $280 58 Private and Confidential

Confidential ($ in millions) Post-Emergence Liquidity & L/C Needs L/C Forecast Cumulative Net L/C Step-ups, New Issuances & Roll-offs* Secured L/Cs $2,600 $2,400 $2,200 $2,000 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 Secured L/Cs Capacity Bi-lateral L/Cs $2,600 $2,100 $1,600 $1,100 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 McDermott Consolidated L/C Facility Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 Facility Total Outstanding L/C Roll 1 Secured L/Cs $ 2,235 $ 2,113 $ 2,208 $ 2,225 $ 2,199 $ 2,335 $ 2,245 $ 2,200 $ 2,232 $ 2,222 $ 2,224 $ 2,359 $ 2,362 $ 2,213 $ 2,206 $ 2,298 $ 2,374 $ 2,340 2 Bi-lateral L/Cs 1,307 1,373 1,293 1,275 1,280 1,229 1,226 1,515 1,441 1,510 1,478 1,444 1,380 1,517 2,075 1,771 1,769 1,844 3 Surety Bonds 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 Ending Facility Total $ 4,128 $ 4,072 $ 4,086 $ 4,085 $ 4,064 $ 4,149 $ 4,056 $ 4,299 $ 4,258 $ 4,317 $ 4,286 $ 4,388 $ 4,327 $ 4,315 $ 4,866 $ 4,654 $ 4,728 $ 4,769 Incremental L/Cs Required in Excess of Capacity 4 Incremental L/C Need - - - - - - - - - - - - - - - 123 - New L/C Requirements $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 123 $ - *To the extent projected L/C roll-offs vary from the current forecast, additional L/C capacity may be required 59 Private and ConfidentialConfidential ($ in millions) Post-Emergence Liquidity & L/C Needs L/C Forecast Cumulative Net L/C Step-ups, New Issuances & Roll-offs* Secured L/Cs $2,600 $2,400 $2,200 $2,000 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 Secured L/Cs Capacity Bi-lateral L/Cs $2,600 $2,100 $1,600 $1,100 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 McDermott Consolidated L/C Facility Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 Facility Total Outstanding L/C Roll 1 Secured L/Cs $ 2,235 $ 2,113 $ 2,208 $ 2,225 $ 2,199 $ 2,335 $ 2,245 $ 2,200 $ 2,232 $ 2,222 $ 2,224 $ 2,359 $ 2,362 $ 2,213 $ 2,206 $ 2,298 $ 2,374 $ 2,340 2 Bi-lateral L/Cs 1,307 1,373 1,293 1,275 1,280 1,229 1,226 1,515 1,441 1,510 1,478 1,444 1,380 1,517 2,075 1,771 1,769 1,844 3 Surety Bonds 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 Ending Facility Total $ 4,128 $ 4,072 $ 4,086 $ 4,085 $ 4,064 $ 4,149 $ 4,056 $ 4,299 $ 4,258 $ 4,317 $ 4,286 $ 4,388 $ 4,327 $ 4,315 $ 4,866 $ 4,654 $ 4,728 $ 4,769 Incremental L/Cs Required in Excess of Capacity 4 Incremental L/C Need - - - - - - - - - - - - - - - 123 - New L/C Requirements $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 123 $ - *To the extent projected L/C roll-offs vary from the current forecast, additional L/C capacity may be required 59 Private and Confidential

Confidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and ConfidentialConfidential I Fundamental Operating Assumptions II Business Delivery Model III Revenue Pipeline IV Business Level Financial Projections V DIP Sizing VI Consolidated Financial Projections Private and Confidential

Confidential MB’20 – New Order Awards & Backlog ($ in millions) New Order Awards Book to 1.9x 1.2x 1.2x 0.9x 1.0x 1.0x Bill $16,650 $12,999 $13,024 $12,786 $11,969 $11,487 2019E 2020E 2021E 2022E 2023E 2024E Backlog Growth 5% 8% (6%) 0% (3%) % $21,370 $20,250 $20,194 $19,771 $19,592 $18,792 2019E 2020E 2021E 2022E 2023E 2024E 60 Private and ConfidentialConfidential MB’20 – New Order Awards & Backlog ($ in millions) New Order Awards Book to 1.9x 1.2x 1.2x 0.9x 1.0x 1.0x Bill $16,650 $12,999 $13,024 $12,786 $11,969 $11,487 2019E 2020E 2021E 2022E 2023E 2024E Backlog Growth 5% 8% (6%) 0% (3%) % $21,370 $20,250 $20,194 $19,771 $19,592 $18,792 2019E 2020E 2021E 2022E 2023E 2024E 60 Private and Confidential

Confidential MB’20 Consolidated Financial Projections – Revenue and Gross Profit ($ in millions) Revenue & Growth 11% 7% 35% (7%) 6% $13,962 $13,683 $12,943 $10,369 $9,736 $8,777 2019E 2020E 2021E 2022E 2023E 2024E Project Gross Profit & Margin 6% 9% 9% 10% 11% 12% $1,590 $1,399 $1,371 $980 $915 $565 2019E 2020E 2021E 2022E 2023E 2024E 61 Private and ConfidentialConfidential MB’20 Consolidated Financial Projections – Revenue and Gross Profit ($ in millions) Revenue & Growth 11% 7% 35% (7%) 6% $13,962 $13,683 $12,943 $10,369 $9,736 $8,777 2019E 2020E 2021E 2022E 2023E 2024E Project Gross Profit & Margin 6% 9% 9% 10% 11% 12% $1,590 $1,399 $1,371 $980 $915 $565 2019E 2020E 2021E 2022E 2023E 2024E 61 Private and Confidential

Confidential MB’20 Consolidated Financial Projections – Adj. EBITDA & Free Cash Flow ($ in millions) Adj. EBITDA & Margin 2% 5% 6% 8% 9% 10% $1,327 $1,110 $1,088 $668 $533 $183 2019E 2020E 2021E 2022E 2023E 2024E 1,2 3 Free Cash Flow & Conversion nm nm 8% 59% 46% 87% $1,159 $637 $506 $56 ($550) ($1,191) 2019E 2020E 2021E 2022E 2023E 2024E 1. Calculated as cash flow from operations less capital expenditures 2. Excludes bankruptcy administration costs 3. Calculated as free cash flow divided by Adj. EBITDA 62 Private and ConfidentialConfidential MB’20 Consolidated Financial Projections – Adj. EBITDA & Free Cash Flow ($ in millions) Adj. EBITDA & Margin 2% 5% 6% 8% 9% 10% $1,327 $1,110 $1,088 $668 $533 $183 2019E 2020E 2021E 2022E 2023E 2024E 1,2 3 Free Cash Flow & Conversion nm nm 8% 59% 46% 87% $1,159 $637 $506 $56 ($550) ($1,191) 2019E 2020E 2021E 2022E 2023E 2024E 1. Calculated as cash flow from operations less capital expenditures 2. Excludes bankruptcy administration costs 3. Calculated as free cash flow divided by Adj. EBITDA 62 Private and Confidential

Confidential MB’20 Consolidated Financial Projections – Capital Expenditures ($ in millions) n Recent project awards and repositioning MDR’s Latest MB’20 Capital Expenditures portfolio have caused a shift in projected capital % of expenditures in the MB’20 2% 1% 1% 0% 0% Revenue n In aggregate, 5-year capital expenditures were Difference from decreased by ~$451 million when compared to ($88) ($64) ($154) ($63) ($82) Financing Case the Financing Case n Other updates are less material in scale and can be reviewed in detail in the VDR and through follow-up Q&A as helpful $169 $155 n Capital for a new fabrication yard in Saudi Arabia which will support Saudi Aramco and other clients in the GCC has been currently excluded from the financing case while options $62 for alternate in-country financing are being $113 evaluated $81 „ The yard is still deemed as vital for the ongoing relationship with Aramco and a $58 $63 $48 strategic imperative given rising in-country $42 requirements. Management is committed to $36 securing funding such that the new yard is $57 $31 $21 completed as per the agreed schedule $30 $21 $10 $13 $1 $2 „ The targeted outcome is expected to 2020E 2021E 2022E 2023E 2024E achieve three key objectives that include 1) non-recourse, 2) a component of in-country Fabrication Yards Vessels - Amazon financing, and 3) support from Saudi Vessels - Other Maintenance and Other Aramco 63 Private and ConfidentialConfidential MB’20 Consolidated Financial Projections – Capital Expenditures ($ in millions) n Recent project awards and repositioning MDR’s Latest MB’20 Capital Expenditures portfolio have caused a shift in projected capital % of expenditures in the MB’20 2% 1% 1% 0% 0% Revenue n In aggregate, 5-year capital expenditures were Difference from decreased by ~$451 million when compared to ($88) ($64) ($154) ($63) ($82) Financing Case the Financing Case n Other updates are less material in scale and can be reviewed in detail in the VDR and through follow-up Q&A as helpful $169 $155 n Capital for a new fabrication yard in Saudi Arabia which will support Saudi Aramco and other clients in the GCC has been currently excluded from the financing case while options $62 for alternate in-country financing are being $113 evaluated $81 „ The yard is still deemed as vital for the ongoing relationship with Aramco and a $58 $63 $48 strategic imperative given rising in-country $42 requirements. Management is committed to $36 securing funding such that the new yard is $57 $31 $21 completed as per the agreed schedule $30 $21 $10 $13 $1 $2 „ The targeted outcome is expected to 2020E 2021E 2022E 2023E 2024E achieve three key objectives that include 1) non-recourse, 2) a component of in-country Fabrication Yards Vessels - Amazon financing, and 3) support from Saudi Vessels - Other Maintenance and Other Aramco 63 Private and Confidential

Confidential ($ in millions) MB’20 Consolidated Working Capital Overview Current vendor stretch is not sustainable and a significant pay down of accounts payable is needed in order to normalize operations n Vendors are being stretched to unsustainable levels which has resulted in project disruption and timeline extensions n Payment to vendors of ~$300 million is needed to alleviate stretched accounts payable, mitigate risk of project disruptions and normalize operations 1 1 Accounts Payable by Segment Accounts Payable Aging Schedule $69 5% Offshore / Subsea $438 $1,254 Onshore EPC $535 $1.3 43% $69 Tanks Billion $651 $296 52% $128 $651 $63 $116 1 “Stretched” Accounts Payable $43 $254 (Mid-point of amounts >60 & >90 Days) $62 $16 $121 4% $382 $108 $148 31% $171 $535 $470 Million $197 $306 65% Not Yet Due 0 to 30 Days 31 to 60 Days 61 to 90 Days Over 90 Days Grand Total 1. As of 12/13/19; excludes Technology segment 64 Private and ConfidentialConfidential ($ in millions) MB’20 Consolidated Working Capital Overview Current vendor stretch is not sustainable and a significant pay down of accounts payable is needed in order to normalize operations n Vendors are being stretched to unsustainable levels which has resulted in project disruption and timeline extensions n Payment to vendors of ~$300 million is needed to alleviate stretched accounts payable, mitigate risk of project disruptions and normalize operations 1 1 Accounts Payable by Segment Accounts Payable Aging Schedule $69 5% Offshore / Subsea $438 $1,254 Onshore EPC $535 $1.3 43% $69 Tanks Billion $651 $296 52% $128 $651 $63 $116 1 “Stretched” Accounts Payable $43 $254 (Mid-point of amounts >60 & >90 Days) $62 $16 $121 4% $382 $108 $148 31% $171 $535 $470 Million $197 $306 65% Not Yet Due 0 to 30 Days 31 to 60 Days 61 to 90 Days Over 90 Days Grand Total 1. As of 12/13/19; excludes Technology segment 64 Private and Confidential

Confidential Supplemental Materials December 30, 2019 – January 7, 2020 Private and ConfidentialConfidential Supplemental Materials December 30, 2019 – January 7, 2020 Private and Confidential

Confidential December 30, 2019 Private and ConfidentialConfidential December 30, 2019 Private and Confidential

Confidential L/C Forecast Assumptions ($ in millions) n At the request of the Company’s secured lenders, MDR has prepared an analysis of L/C capacity requirements based on the Business Plan as presented on December 18 using the following proposed framework from the lender advisors: „ Total secured L/C exposure to the existing L/C group limited to the current commitments of $2.44bn (this excludes tranche D capacity under the Super Priority credit facility) ● DIP L/C capacity determined based on the difference between the maximum secured commitment ($2.44bn) and current issuances on existing facilities − $571mm commitment, consisting of $371mm new commitment and the rollup of the existing $200mm Super Priority L/C’s outstanding − Remaining DIP contributions provided by cash collateralized facilities ● This DIP L/C facility would roll into a Super Senior L/C Facility at the Effective Date of MDR’s chapter 11 proceedings „ Senior Exit L/C facility for new, incremental and non-auto renewing L/C’s after the Effective Date „ These post-effective date facilities would not be cash collateralized, but the Senior Exit L/C facility would rank junior to the Super Senior L/C Facility „ L/C capacity that is outstanding and cash collateralized would remain available as the underlying L/C’s expire in both the Super Senior and secured L/C facilities n Based on the business plan as proposed, the proposed DIP L/C capacity would not be sufficient to support the credit requirements of the business during the pendency of the chapter 11 filing, and the total secured L/C capacity as proposed would not be sufficient on a post-effective date basis „ Incremental secured L/C need is noted in the forecast schedule n The L/C forecast does not include any cushion for, among other things, delays in roll-offs, additional L/C needs, or the inability to place the full amount of forecasted bilateral L/Cs and surety bonds, requiring additional secured L/C capacity „ MDR believes an additional $200MM of secured capacity is necessary above the forecasted need to account for these risks „ Including the $200MM additional capacity to account for forecast roll-off risk and other risks and the $270MM incremental need in the forecast, MDR believes an additional $470MM of secured L/C capacity is necessary n The only adjustment to the previously presented Business Plan was to move the issuance of the one project L/C of $92MM from April to June 2020, moving the L/C outside of the assumed DIP period 65 Private and ConfidentialConfidential L/C Forecast Assumptions ($ in millions) n At the request of the Company’s secured lenders, MDR has prepared an analysis of L/C capacity requirements based on the Business Plan as presented on December 18 using the following proposed framework from the lender advisors: „ Total secured L/C exposure to the existing L/C group limited to the current commitments of $2.44bn (this excludes tranche D capacity under the Super Priority credit facility) ● DIP L/C capacity determined based on the difference between the maximum secured commitment ($2.44bn) and current issuances on existing facilities − $571mm commitment, consisting of $371mm new commitment and the rollup of the existing $200mm Super Priority L/C’s outstanding − Remaining DIP contributions provided by cash collateralized facilities ● This DIP L/C facility would roll into a Super Senior L/C Facility at the Effective Date of MDR’s chapter 11 proceedings „ Senior Exit L/C facility for new, incremental and non-auto renewing L/C’s after the Effective Date „ These post-effective date facilities would not be cash collateralized, but the Senior Exit L/C facility would rank junior to the Super Senior L/C Facility „ L/C capacity that is outstanding and cash collateralized would remain available as the underlying L/C’s expire in both the Super Senior and secured L/C facilities n Based on the business plan as proposed, the proposed DIP L/C capacity would not be sufficient to support the credit requirements of the business during the pendency of the chapter 11 filing, and the total secured L/C capacity as proposed would not be sufficient on a post-effective date basis „ Incremental secured L/C need is noted in the forecast schedule n The L/C forecast does not include any cushion for, among other things, delays in roll-offs, additional L/C needs, or the inability to place the full amount of forecasted bilateral L/Cs and surety bonds, requiring additional secured L/C capacity „ MDR believes an additional $200MM of secured capacity is necessary above the forecasted need to account for these risks „ Including the $200MM additional capacity to account for forecast roll-off risk and other risks and the $270MM incremental need in the forecast, MDR believes an additional $470MM of secured L/C capacity is necessary n The only adjustment to the previously presented Business Plan was to move the issuance of the one project L/C of $92MM from April to June 2020, moving the L/C outside of the assumed DIP period 65 Private and Confidential

Confidential L/C Forecast Assumptions ($ in millions) n The forecast includes the following base assumptions: DIP Period Post Effective Date • The DIP is limited by a secured L/C exposure cap of • Secured facilities, including post-emergence super-priority $2.44bn, with incremental secured L/C need (DIP need) facility, are limited by a secured L/C exposure cap of shown separately $2.44bn, with incremental secured L/C need shown separately • All new and step up L/Cs plus any non-auto renewals are issued under the DIP Facility • All new and step up L/Cs issued in the following order to the extent there is capacity: 1) Super Senior LC Facility, 2) • DIP L/Cs are issued in the following order to the extent cash collateralized facilities, and 3) 1.5 Lien Senior Facility there is capacity: 1) $371mm new commitment + $200MM Super Priority L/C roll up ($571mm total) then 2) cash • All non-auto renewals are issued under the 1.5 Lien collateralized facilities • Auto renewals continue to be issued under their existing • The $200MM Super Priority L/C Facility is rolled into the facilities DIP Facility • Cash collateralized facilities include the $310MM Cash • Auto renewals continue to be issued under their existing Secured Facility and the cash collateralized portion of the facilities Lloyd’s Facility ($61MM) • The DIP period includes the issuance of L/Cs for several • Several large MENA secured L/Cs are assumed to convert large MENA projects, including Project A ($112MM) and to bilateral L/Cs in August, 2020 (2 months after two new projects in June, 2020, including Project B emergence), including Project A ($192MM), Project B ($240MM) and Project C ($117M) ($240MM), and Project C ($117M) 66 Private and ConfidentialConfidential L/C Forecast Assumptions ($ in millions) n The forecast includes the following base assumptions: DIP Period Post Effective Date • The DIP is limited by a secured L/C exposure cap of • Secured facilities, including post-emergence super-priority $2.44bn, with incremental secured L/C need (DIP need) facility, are limited by a secured L/C exposure cap of shown separately $2.44bn, with incremental secured L/C need shown separately • All new and step up L/Cs plus any non-auto renewals are issued under the DIP Facility • All new and step up L/Cs issued in the following order to the extent there is capacity: 1) Super Senior LC Facility, 2) • DIP L/Cs are issued in the following order to the extent cash collateralized facilities, and 3) 1.5 Lien Senior Facility there is capacity: 1) $371mm new commitment + $200MM Super Priority L/C roll up ($571mm total) then 2) cash • All non-auto renewals are issued under the 1.5 Lien collateralized facilities • Auto renewals continue to be issued under their existing • The $200MM Super Priority L/C Facility is rolled into the facilities DIP Facility • Cash collateralized facilities include the $310MM Cash • Auto renewals continue to be issued under their existing Secured Facility and the cash collateralized portion of the facilities Lloyd’s Facility ($61MM) • The DIP period includes the issuance of L/Cs for several • Several large MENA secured L/Cs are assumed to convert large MENA projects, including Project A ($112MM) and to bilateral L/Cs in August, 2020 (2 months after two new projects in June, 2020, including Project B emergence), including Project A ($192MM), Project B ($240MM) and Project C ($117M) ($240MM), and Project C ($117M) 66 Private and Confidential

Confidential ($ in millions) L/C Forecast DIP and Post-Emergence Forecast McDermott Consolidated L/C Facility Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 [1] Facility L/C Roll 1 New Commitment ($371M) $ 285 $ 291 $ 352 $ 371 $ 371 $ 371 2 Superpriority Senior Secured Roll Up 200 200 200 200 200 200 200 3 Subtotal: New Commitment + Superpriority$ 200 $ 485 $ 491 $ 552 $ 571 $ 571 $ 571 Contributions from Existing Facilities: 4 Cash Collateralized L/Cs $ - $ - $ - $ 66 $ 139 $ 172 5 Performance Letter of Credit (PLOC) - - - - - - 6 Revolver (RCF) - - - - - - 7 Barclays 230M - - - - - - 8 Subtotal: DIP / Super Senior L/C $ 485 $ 491 $ 552 $ 637 $ 710 $ 743 $ 743 $ 600 $ 743 $ 743 $ 743 $ 743 $ 743 $ 743 $ 743 $ 743 9 Cash Collateralized L/Cs 364 352 349 306 242 216 199 199 199 199 199 199 199 199 199 199 199 10 1.5L L/C Facility - - - - - - - 151 14 27 205 212 133 267 397 582 711 11 Performance Letter of Credit (PLOC) 1,278 1,163 1,160 1,143 1,132 1,092 1,078 927 913 852 843 838 768 703 665 605 452 12 Revolver (RCF) 194 194 194 194 194 188 188 188 188 188 188 188 188 188 188 188 188 13 Barclays 230M 230 230 230 230 218 216 216 216 216 216 182 182 182 106 106 106 32 14 Lloyd's TSB Bank 41 16 16 16 16 16 16 16 16 16 16 16 16 16 16 16 16 )[2] Subtotal: Secured L/C (Limited $ 2,106 $ 2,440 $ 2,440 $ 2,440 $ 2,440 $ 2,438 $ 2,440 $ 2,440 $ 2,147 $ 2,240 $ 2,376 $ 2,379 $ 2,230 $ 2,223 $ 2,314 $ 2,440 $ 2,340 Incremental Secured L/C Need - 60 77 73 88 - 238 270 - - - - - - - 57 - Subtotal: Total Secured L/C Need $ 2,306 $ 2,500 $ 2,517 $ 2,513 $ 2,528 $ 2,438 $ 2,678 $ 2,710 $ 2,147 $ 2,240 $ 2,376 $ 2,379 $ 2,230 $ 2,223 $ 2,314 $ 2,497 $ 2,340 15 Bi-Lateral L/Cs 1,180 1,000 982 967 943 940 944 870 1,493 1,461 1,427 1,364 1,500 2,098 1,794 1,808 1,884 16 Surety Bonds 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 Ending Grand Total $ 4,072 $ 4,086 $ 4,085 $ 4,064 $ 4,056 $ 3,964 $ 4,207 $ 4,166 $ 4,225 $ 4,286 $ 4,388 $ 4,327 $ 4,316 $ 4,906 $ 4,693 $ 4,890 $ 4,809 [2] Forecast Secured L/C Total (Limited) $ 2,106 $ 2,440 $ 2,440 $ 2,440 $ 2,440 $ 2,438 $ 2,440 $ 2,440 $ 2,147 $ 2,240 $ 2,376 $ 2,379 $ 2,230 $ 2,223 $ 2,314 $ 2,440 $ 2,340 Existing Facility Commitments [3] Super Senior Priority (exc. tranche D) 200 [4] Cash Secured 371 PLOC 1,440 RCF 199 Barclays Side Car 230 [3] Total Existing Secured Commitments 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 Variance to Existing Secured Commit. $ (334) $ - $ - $ - $ - $ (2) $ - $ - $ (293) $ (200) $ (64) $ (6 1) $ (210) $ (217) $ (126) $ - $ (100) [1] L/C forecast assumes roll off projections are entirely accurate and provides no cushion in the event roll offs are deferred. Forecast also assumes ability to place bilateral L/Cs post emergence. 1. Forecast assumes ability to place bilateral L/Cs post-emergence [2] Secured L/C exposure limited to $2.44bn, the existing commitment amount excluding Tranche D of the Super Priority Facility 2. Secured L/C exposure limited to $2.44 billion, the existing commitment amount excluding Tranche D of the Superpriority Facility [3] Excludes Super Senior Priority Tranche D L/C commitment of $200MM 3. Excludes Super Priority Tranche D L/C commitment of $200 million [4] 4. Includes $61 million cash secured portion of Lloyds facility Includes $61M cash secured portion of Lloyds facility 67 Private and ConfidentialConfidential ($ in millions) L/C Forecast DIP and Post-Emergence Forecast McDermott Consolidated L/C Facility Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Q1'21 Q2'21 Q3'21 Q4'21 [1] Facility L/C Roll 1 New Commitment ($371M) $ 285 $ 291 $ 352 $ 371 $ 371 $ 371 2 Superpriority Senior Secured Roll Up 200 200 200 200 200 200 200 3 Subtotal: New Commitment + Superpriority$ 200 $ 485 $ 491 $ 552 $ 571 $ 571 $ 571 Contributions from Existing Facilities: 4 Cash Collateralized L/Cs $ - $ - $ - $ 66 $ 139 $ 172 5 Performance Letter of Credit (PLOC) - - - - - - 6 Revolver (RCF) - - - - - - 7 Barclays 230M - - - - - - 8 Subtotal: DIP / Super Senior L/C $ 485 $ 491 $ 552 $ 637 $ 710 $ 743 $ 743 $ 600 $ 743 $ 743 $ 743 $ 743 $ 743 $ 743 $ 743 $ 743 9 Cash Collateralized L/Cs 364 352 349 306 242 216 199 199 199 199 199 199 199 199 199 199 199 10 1.5L L/C Facility - - - - - - - 151 14 27 205 212 133 267 397 582 711 11 Performance Letter of Credit (PLOC) 1,278 1,163 1,160 1,143 1,132 1,092 1,078 927 913 852 843 838 768 703 665 605 452 12 Revolver (RCF) 194 194 194 194 194 188 188 188 188 188 188 188 188 188 188 188 188 13 Barclays 230M 230 230 230 230 218 216 216 216 216 216 182 182 182 106 106 106 32 14 Lloyd's TSB Bank 41 16 16 16 16 16 16 16 16 16 16 16 16 16 16 16 16 )[2] Subtotal: Secured L/C (Limited $ 2,106 $ 2,440 $ 2,440 $ 2,440 $ 2,440 $ 2,438 $ 2,440 $ 2,440 $ 2,147 $ 2,240 $ 2,376 $ 2,379 $ 2,230 $ 2,223 $ 2,314 $ 2,440 $ 2,340 Incremental Secured L/C Need - 60 77 73 88 - 238 270 - - - - - - - 57 - Subtotal: Total Secured L/C Need $ 2,306 $ 2,500 $ 2,517 $ 2,513 $ 2,528 $ 2,438 $ 2,678 $ 2,710 $ 2,147 $ 2,240 $ 2,376 $ 2,379 $ 2,230 $ 2,223 $ 2,314 $ 2,497 $ 2,340 15 Bi-Lateral L/Cs 1,180 1,000 982 967 943 940 944 870 1,493 1,461 1,427 1,364 1,500 2,098 1,794 1,808 1,884 16 Surety Bonds 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 585 Ending Grand Total $ 4,072 $ 4,086 $ 4,085 $ 4,064 $ 4,056 $ 3,964 $ 4,207 $ 4,166 $ 4,225 $ 4,286 $ 4,388 $ 4,327 $ 4,316 $ 4,906 $ 4,693 $ 4,890 $ 4,809 [2] Forecast Secured L/C Total (Limited) $ 2,106 $ 2,440 $ 2,440 $ 2,440 $ 2,440 $ 2,438 $ 2,440 $ 2,440 $ 2,147 $ 2,240 $ 2,376 $ 2,379 $ 2,230 $ 2,223 $ 2,314 $ 2,440 $ 2,340 Existing Facility Commitments [3] Super Senior Priority (exc. tranche D) 200 [4] Cash Secured 371 PLOC 1,440 RCF 199 Barclays Side Car 230 [3] Total Existing Secured Commitments 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 2,440 Variance to Existing Secured Commit. $ (334) $ - $ - $ - $ - $ (2) $ - $ - $ (293) $ (200) $ (64) $ (6 1) $ (210) $ (217) $ (126) $ - $ (100) [1] L/C forecast assumes roll off projections are entirely accurate and provides no cushion in the event roll offs are deferred. Forecast also assumes ability to place bilateral L/Cs post emergence. 1. Forecast assumes ability to place bilateral L/Cs post-emergence [2] Secured L/C exposure limited to $2.44bn, the existing commitment amount excluding Tranche D of the Super Priority Facility 2. Secured L/C exposure limited to $2.44 billion, the existing commitment amount excluding Tranche D of the Superpriority Facility [3] Excludes Super Senior Priority Tranche D L/C commitment of $200MM 3. Excludes Super Priority Tranche D L/C commitment of $200 million [4] 4. Includes $61 million cash secured portion of Lloyds facility Includes $61M cash secured portion of Lloyds facility 67 Private and Confidential

Confidential January 6 – 7, 2020 Private and ConfidentialConfidential January 6 – 7, 2020 Private and Confidential

Confidential Lummus Tech Sale Process Update January 6, 2020 n 7 parties were invited into Round II and received management presentations and access to extended due diligence (6 strategic and 1 financial) n Round II re-bids were collected on December 16 from 5 strategic bidders „ The 2 bidders who dropped out cited the expedited diligence timetable as a key reason, although the financial bidder also mentioned value expectations n All 5 bidders indicated a willingness to enter into a strategic cooperation agreement and / or allow MDR to retain a minority stake, with discussions and negotiations on these topics happening in parallel to transaction due diligence n Furthermore, all bidders indicated a willingness to be considered as a Stalking Horse in a bankruptcy auction process n On the basis of the Round II re-bids, 4 bidders were selected to receive priority due diligence access to enable them to progress towards submitting a binding proposal on January 6 with final transaction documentation to be executed on or before January 10 „ Valuations continue to be in excess of the $2.5 billion figure disclosed in the September announcement of the Lummus sale process n We currently expect to receive multiple bids on January 6 based on the diligence activity levels we are seeing n Assuming a satisfactory purchase agreement can be reached, MDR expects to sign a stalking horse agreement subject to an auction process in bankruptcy to solicit higher and better bids n The Company is coordinating with bidders in parallel to facilitate the regulatory process and maximize ability to close on a timely basis 68 Private and ConfidentialConfidential Lummus Tech Sale Process Update January 6, 2020 n 7 parties were invited into Round II and received management presentations and access to extended due diligence (6 strategic and 1 financial) n Round II re-bids were collected on December 16 from 5 strategic bidders „ The 2 bidders who dropped out cited the expedited diligence timetable as a key reason, although the financial bidder also mentioned value expectations n All 5 bidders indicated a willingness to enter into a strategic cooperation agreement and / or allow MDR to retain a minority stake, with discussions and negotiations on these topics happening in parallel to transaction due diligence n Furthermore, all bidders indicated a willingness to be considered as a Stalking Horse in a bankruptcy auction process n On the basis of the Round II re-bids, 4 bidders were selected to receive priority due diligence access to enable them to progress towards submitting a binding proposal on January 6 with final transaction documentation to be executed on or before January 10 „ Valuations continue to be in excess of the $2.5 billion figure disclosed in the September announcement of the Lummus sale process n We currently expect to receive multiple bids on January 6 based on the diligence activity levels we are seeing n Assuming a satisfactory purchase agreement can be reached, MDR expects to sign a stalking horse agreement subject to an auction process in bankruptcy to solicit higher and better bids n The Company is coordinating with bidders in parallel to facilitate the regulatory process and maximize ability to close on a timely basis 68 Private and Confidential

Confidential ($ in millions) Estimated DIP Sizing Analysis 1 $2.8 billion DIP facility (including roll-up) Sources: DIP Sizing Analysis DIP Case n DIP Term Loan: $1,200 million Cash DIP Need 1 Base Business Plan Liquidity Low Point ($820) n Incremental DIP LCs: $543 million, including: 2 Minimum Available Cash Requirement ( 450) Base Case Net Cash Need (Liquidity Low Point) ($1,270) „ $371 million new and incremental LC commitments Chapter 11 Adjustments: „ $172 million rolled pre-petition cash collateralized LC 3 Impact of Automatic Stay on Pre-Petition A/P $1,110 capacity 4 Prepetition Vendor Relief during Ch. 11 Case ( 900) 5 Bankruptcy Administration Costs ( 140) n Roll-up Superpriority Term Loan: $800 million Implied Cash Need from DIP ($1,200) n Roll-up Superpriority LCs: $200 million L/C DIP Need n Roll-up Superpriority make whole plus accrued interest and Chapter 11 Adjustments: fees: $67 million 6 New & Incremental DIP LC Commitments ($371) 7 Rolled Prepetition Cash-Collateralized LC Capacity (172) Uses: Implied L/C Need from DIP ($543) n Minimum operating cash: $450 million Total Implied DIP Sizing Need ($1,743) „ Required to manage intra-period working capital needs Prepetition Superpriority Facility Cash Amount (incl. make whole and accrued interest) ($867) Prepetition Superpriority Facility L/C Amount (200) n Net cash outflows during bankruptcy: $750 million Total DIP Need and Prepetition Superpriority Balance ($2,810) „ Funding operations, including vendor payments „ Pay bankruptcy administration costs „ Interest on the DIP and prepetition RCF and TL facilities „ Financing fees related to the DIP n New and Incremental LC Issuance: $543 million 1. Based on proposal received from secured lenders but not yet approved by Company 69 Private and ConfidentialConfidential ($ in millions) Estimated DIP Sizing Analysis 1 $2.8 billion DIP facility (including roll-up) Sources: DIP Sizing Analysis DIP Case n DIP Term Loan: $1,200 million Cash DIP Need 1 Base Business Plan Liquidity Low Point ($820) n Incremental DIP LCs: $543 million, including: 2 Minimum Available Cash Requirement ( 450) Base Case Net Cash Need (Liquidity Low Point) ($1,270) „ $371 million new and incremental LC commitments Chapter 11 Adjustments: „ $172 million rolled pre-petition cash collateralized LC 3 Impact of Automatic Stay on Pre-Petition A/P $1,110 capacity 4 Prepetition Vendor Relief during Ch. 11 Case ( 900) 5 Bankruptcy Administration Costs ( 140) n Roll-up Superpriority Term Loan: $800 million Implied Cash Need from DIP ($1,200) n Roll-up Superpriority LCs: $200 million L/C DIP Need n Roll-up Superpriority make whole plus accrued interest and Chapter 11 Adjustments: fees: $67 million 6 New & Incremental DIP LC Commitments ($371) 7 Rolled Prepetition Cash-Collateralized LC Capacity (172) Uses: Implied L/C Need from DIP ($543) n Minimum operating cash: $450 million Total Implied DIP Sizing Need ($1,743) „ Required to manage intra-period working capital needs Prepetition Superpriority Facility Cash Amount (incl. make whole and accrued interest) ($867) Prepetition Superpriority Facility L/C Amount (200) n Net cash outflows during bankruptcy: $750 million Total DIP Need and Prepetition Superpriority Balance ($2,810) „ Funding operations, including vendor payments „ Pay bankruptcy administration costs „ Interest on the DIP and prepetition RCF and TL facilities „ Financing fees related to the DIP n New and Incremental LC Issuance: $543 million 1. Based on proposal received from secured lenders but not yet approved by Company 69 Private and Confidential

Confidential Proposed Restructuring Plan Treatment n The Steering Committees of secured lenders have agreed on the key n DIP LC facility rolls into Super Senior LC Facility upon emergence parameters of a restructuring with MDR n Funded DIP (new money + roll-up) repaid in full in cash with proceeds from sale of Tech n Under the plan, comprehensive restructuring to be implemented via pre- DIP 1 negotiated chapter 11 filing in mid-January „ If Tech sale proceeds cannot cover repayment of Superpriority Term (LCs and TL) Loan Make Whole Amount, remaining Make Whole Amount becomes „ Based on active negotiations among Company and its creditor a separate tranche under the Super Senior Facility (“Make Whole Tranche”, payment subordinated to Super Senior LCs) constituents „ Supported by steering committees of banks (RCF/LC) and term loan n Rolls into DIP LC Facility Superpriority n Opportunity to provide $[TBD] million of DIP Term Loan LCs „ Active dialogue with bondholder constituents is ongoing to achieve additional support and participation in comprehensive restructuring n Rolls into DIP Term Loan Facility, which includes make whole and accrued „ Pre-negotiated nature of the filing should allow the Company to Superpriority interest and fees minimize the cost and duration of case and emerge in timely manner Term Loan „ Ultimately repaid with proceeds from Tech sale upon emergence n Highlights: n Treatment of funded prepetition debt claims should receive pro-rata equity Funded RCF, TL, 2 and pro rata of the $500 million Take Back Debt „ DIP Facility : and Any Funded LCs ● A ~$2.1 billion term loan and up to $743 million of LCs n Auto-renewing prepetition secured LCs remain outstanding under terms of − Includes roll-up of Superpriority Term Loan ($800 million), existing facilities (“Roll-Off LC Facility”) LCs ($200 million), and make whole plus accrued interest and Prepetition fees ($67 million) n LC lenders to provide capacity for new LCs under a priority LC facility Secured LC (“Senior Exit LC Facility”) „ Exit Capital Structure: Commitments „ Equal to maximum $1.5 billion in amounts that roll off under the Roll- (Other than Off LC Facility ● Series of secured LC facilities (capped at $2.44 billion) and Take Super Senior) 3 Back Debt ($500 million )n ~$200 million of cash collateralized LCs will retain their cash collateral post-emergence ● Equitization of all prepetition funded indebtedness n TBD Bonds „ Tech Sale: ● To facilitate DIP repayment and to fund balance sheet cash at emergence ($820 million) 1. Pre-negotiated with, at a minimum, the secured lenders. The Company and its advisors are actively engaging with bondholders and their advisors to explore their support and participation in a consensual restructuring process. The outcome of such discussions are uncertain and there is a material risk that no bondholder agreement will be achieved prior to a bankruptcy filing 2. Based on proposal received from secured lenders but not yet approved by the Company 3. Excluding the potential Make Whole Tranche, which represents that portion (if any) of the prepetition Superpriority Term Loan make whole amount which cannot paid down with proceeds from the sale of Tech 70 Private and ConfidentialConfidential Proposed Restructuring Plan Treatment n The Steering Committees of secured lenders have agreed on the key n DIP LC facility rolls into Super Senior LC Facility upon emergence parameters of a restructuring with MDR n Funded DIP (new money + roll-up) repaid in full in cash with proceeds from sale of Tech n Under the plan, comprehensive restructuring to be implemented via pre- DIP 1 negotiated chapter 11 filing in mid-January „ If Tech sale proceeds cannot cover repayment of Superpriority Term (LCs and TL) Loan Make Whole Amount, remaining Make Whole Amount becomes „ Based on active negotiations among Company and its creditor a separate tranche under the Super Senior Facility (“Make Whole Tranche”, payment subordinated to Super Senior LCs) constituents „ Supported by steering committees of banks (RCF/LC) and term loan n Rolls into DIP LC Facility Superpriority n Opportunity to provide $[TBD] million of DIP Term Loan LCs „ Active dialogue with bondholder constituents is ongoing to achieve additional support and participation in comprehensive restructuring n Rolls into DIP Term Loan Facility, which includes make whole and accrued „ Pre-negotiated nature of the filing should allow the Company to Superpriority interest and fees minimize the cost and duration of case and emerge in timely manner Term Loan „ Ultimately repaid with proceeds from Tech sale upon emergence n Highlights: n Treatment of funded prepetition debt claims should receive pro-rata equity Funded RCF, TL, 2 and pro rata of the $500 million Take Back Debt „ DIP Facility : and Any Funded LCs ● A ~$2.1 billion term loan and up to $743 million of LCs n Auto-renewing prepetition secured LCs remain outstanding under terms of − Includes roll-up of Superpriority Term Loan ($800 million), existing facilities (“Roll-Off LC Facility”) LCs ($200 million), and make whole plus accrued interest and Prepetition fees ($67 million) n LC lenders to provide capacity for new LCs under a priority LC facility Secured LC (“Senior Exit LC Facility”) „ Exit Capital Structure: Commitments „ Equal to maximum $1.5 billion in amounts that roll off under the Roll- (Other than Off LC Facility ● Series of secured LC facilities (capped at $2.44 billion) and Take Super Senior) 3 Back Debt ($500 million )n ~$200 million of cash collateralized LCs will retain their cash collateral post-emergence ● Equitization of all prepetition funded indebtedness n TBD Bonds „ Tech Sale: ● To facilitate DIP repayment and to fund balance sheet cash at emergence ($820 million) 1. Pre-negotiated with, at a minimum, the secured lenders. The Company and its advisors are actively engaging with bondholders and their advisors to explore their support and participation in a consensual restructuring process. The outcome of such discussions are uncertain and there is a material risk that no bondholder agreement will be achieved prior to a bankruptcy filing 2. Based on proposal received from secured lenders but not yet approved by the Company 3. Excluding the potential Make Whole Tranche, which represents that portion (if any) of the prepetition Superpriority Term Loan make whole amount which cannot paid down with proceeds from the sale of Tech 70 Private and Confidential

Confidential ($ in millions) Preliminary Estimated Cash Uses at Emergence 1 Minimum Required Cash Uses Range 2 Illustrative Taxes and Fees on Tech Sale $175 – $215 3 Repay DIP Term Loan 2,022 – 2,067 4 Cash Need Post-Emergence through Liquidity Trough 300 – 400 5 Restructuring Exit Fees (LC Recommitment, Professionals, etc.) 60 – 80 Paydown of Residual Prepetition Accounts Payable 210 – 210 6 Improved Cash Flow and/or Reduced Minimum Operating Cash (250) – 0 Minimum Required Cash Uses at Emergence $2,517 – $2,972 Note: analysis excludes $450 million of minimum cash required on balance sheet. Total estimated cash on balance sheet at emergence is $450 million + $370 million = $820 million 1. Assumptions subject to change according to final deal parameters 2. Preliminary cash tax estimate per MDR management; subject to change 3. Variability due to Make Whole Amount, which can roll into takeback debt upon emergence 4. Liquidity trough projected to occur in November 2020 5. Preliminary estimate; subject to change 6. Potential for improved cash flow above business plan expectations and/or the possibility of managing cash through liquidity low points below assumed minimum cash level of $450mm 71 Private and ConfidentialConfidential ($ in millions) Preliminary Estimated Cash Uses at Emergence 1 Minimum Required Cash Uses Range 2 Illustrative Taxes and Fees on Tech Sale $175 – $215 3 Repay DIP Term Loan 2,022 – 2,067 4 Cash Need Post-Emergence through Liquidity Trough 300 – 400 5 Restructuring Exit Fees (LC Recommitment, Professionals, etc.) 60 – 80 Paydown of Residual Prepetition Accounts Payable 210 – 210 6 Improved Cash Flow and/or Reduced Minimum Operating Cash (250) – 0 Minimum Required Cash Uses at Emergence $2,517 – $2,972 Note: analysis excludes $450 million of minimum cash required on balance sheet. Total estimated cash on balance sheet at emergence is $450 million + $370 million = $820 million 1. Assumptions subject to change according to final deal parameters 2. Preliminary cash tax estimate per MDR management; subject to change 3. Variability due to Make Whole Amount, which can roll into takeback debt upon emergence 4. Liquidity trough projected to occur in November 2020 5. Preliminary estimate; subject to change 6. Potential for improved cash flow above business plan expectations and/or the possibility of managing cash through liquidity low points below assumed minimum cash level of $450mm 71 Private and Confidential

Confidential Summary Capitalization ($ in millions) 2 Funded Debt & Leverage n Prepetition capital structure: „ Funded debt: $5.1 billion 9.8x 12.3x 1.0x ● Includes $800 million of Superpriority Term Loan $6,394 1 n Capital structure pro forma for DIP Facility : DIP: „ Funded debt (incl. DIP draw and rollup): $6.4 billion $1,200 (i) New money, plus (ii) Roll-up of Superpriority $5,127 „ Funded DIP Term Loan: TL, plus $67 (iii) Superpriority TL make ● DIP Term Loan: $1,200 million, plus $800 $800 whole plus accrued ● Roll-up of Superpriority Term Loan: $800 million interest and fees $801 $801 ● Roll-up of Superpriority make whole plus accrued interest and fees: $67 million Receives: „ DIP to be repaid in cash at exit with proceeds from Tech sale (i) Post-emergence equity and $2,226 $2,226 (ii) Take Back Debt n Post-emergence, the only funded debt will be the $500 million of Take Back Debt, resulting in substantial deleveraging of the Company’s balance sheet „ Prepetition secured debt to receive: $500 $1,300 $1,300 ● $500 million of Take Back Debt, and $500 ● Post-emergence equity Prepetition Chapter 11 Post-Emergence „ Prepetition bond treatment TBD Take-Back Debt Bonds TL RCF Superpriority TL Make Whole and Accrued DIP TL Given the quantum of funded leverage, the need for L/C and surety credit support to achieve the business plan, equitization of prepetition funded obligations is required to support the business 1. Based on proposal received from secured lenders but not yet approved by the Company 2. Leverage equal to funded debt divided by 2020 Adj. EBITDA of $521 million 72 Private and ConfidentialConfidential Summary Capitalization ($ in millions) 2 Funded Debt & Leverage n Prepetition capital structure: „ Funded debt: $5.1 billion 9.8x 12.3x 1.0x ● Includes $800 million of Superpriority Term Loan $6,394 1 n Capital structure pro forma for DIP Facility : DIP: „ Funded debt (incl. DIP draw and rollup): $6.4 billion $1,200 (i) New money, plus (ii) Roll-up of Superpriority $5,127 „ Funded DIP Term Loan: TL, plus $67 (iii) Superpriority TL make ● DIP Term Loan: $1,200 million, plus $800 $800 whole plus accrued ● Roll-up of Superpriority Term Loan: $800 million interest and fees $801 $801 ● Roll-up of Superpriority make whole plus accrued interest and fees: $67 million Receives: „ DIP to be repaid in cash at exit with proceeds from Tech sale (i) Post-emergence equity and $2,226 $2,226 (ii) Take Back Debt n Post-emergence, the only funded debt will be the $500 million of Take Back Debt, resulting in substantial deleveraging of the Company’s balance sheet „ Prepetition secured debt to receive: $500 $1,300 $1,300 ● $500 million of Take Back Debt, and $500 ● Post-emergence equity Prepetition Chapter 11 Post-Emergence „ Prepetition bond treatment TBD Take-Back Debt Bonds TL RCF Superpriority TL Make Whole and Accrued DIP TL Given the quantum of funded leverage, the need for L/C and surety credit support to achieve the business plan, equitization of prepetition funded obligations is required to support the business 1. Based on proposal received from secured lenders but not yet approved by the Company 2. Leverage equal to funded debt divided by 2020 Adj. EBITDA of $521 million 72 Private and Confidential

Confidential ($ in millions) LC Facility Mechanics n $743 million DIP LCs include: Secured LC Facilities „ Maximum of $543 million incremental LCs, including $371 million of new and incremental LC commitments and the roll-up of certain cash collateralized LC capacity during $2,440 $2,440 $2,440 $2,440 $2,440 $2,440 pendency of chapter 11 $2,340 $2,314 $2,240 $2,230 $2,223 „ $200 million roll-up of prepetition Superpriority $552 LCs $743 $743 $743 $743 $743 $743 $743 $743 n DIP LCs roll into a Super Senior Facility post- $743 $743 $306 emergence $199 $199 $199 $199 $199 $199 $199 n Exit LC Facilities (secured): $199 $199 $199 $27 $133 $582 „ Cash Collateralized LCs retain their collateral $397 $267 $711 post-emergence $1,583 „ Prepetition LC lenders will be asked to $1,498 $1,498 $1,498 $1,498 $1,272 maintain aggregate commitments of no more $1,155 $1,014 $975 1 $916 than ~$1.7 billion $688 „ Prepetition LCs that auto-renew (other than Superpriority LCs) to auto-renew under existing terms Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 2022 2023 2024 DIP Facility Super Senior Facility „ As existing LCs roll off and new LCs are Cash Collateralized LCs Senior Exit LC Facility issued, they are issued under a new Senior Roll-Off LC Facility 2022-2024 Combined Senior Exit and Roll-Off Facilities Exit LC Facility ● Priority is junior to Super Senior Facility but senior to Roll-Off Facility and Take Back Debt n Bilateral LCs and surety bonds: „ Will continue to be used to meet incremental needs during bankruptcy and post-emergence 1. Includes $199 million of cash collateralized LCs 73 Private and ConfidentialConfidential ($ in millions) LC Facility Mechanics n $743 million DIP LCs include: Secured LC Facilities „ Maximum of $543 million incremental LCs, including $371 million of new and incremental LC commitments and the roll-up of certain cash collateralized LC capacity during $2,440 $2,440 $2,440 $2,440 $2,440 $2,440 pendency of chapter 11 $2,340 $2,314 $2,240 $2,230 $2,223 „ $200 million roll-up of prepetition Superpriority $552 LCs $743 $743 $743 $743 $743 $743 $743 $743 n DIP LCs roll into a Super Senior Facility post- $743 $743 $306 emergence $199 $199 $199 $199 $199 $199 $199 n Exit LC Facilities (secured): $199 $199 $199 $27 $133 $582 „ Cash Collateralized LCs retain their collateral $397 $267 $711 post-emergence $1,583 „ Prepetition LC lenders will be asked to $1,498 $1,498 $1,498 $1,498 $1,272 maintain aggregate commitments of no more $1,155 $1,014 $975 1 $916 than ~$1.7 billion $688 „ Prepetition LCs that auto-renew (other than Superpriority LCs) to auto-renew under existing terms Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 2022 2023 2024 DIP Facility Super Senior Facility „ As existing LCs roll off and new LCs are Cash Collateralized LCs Senior Exit LC Facility issued, they are issued under a new Senior Roll-Off LC Facility 2022-2024 Combined Senior Exit and Roll-Off Facilities Exit LC Facility ● Priority is junior to Super Senior Facility but senior to Roll-Off Facility and Take Back Debt n Bilateral LCs and surety bonds: „ Will continue to be used to meet incremental needs during bankruptcy and post-emergence 1. Includes $199 million of cash collateralized LCs 73 Private and Confidential

Confidential Perfection Analysis Overview n McDermott International Inc. and approximately 219 of its direct and indirect subsidiaries are party to the financing arrangements listed below: „ the Credit Agreement, dated as of May 10, 2018, the Amended and Restated Master Agreement for Stand-by Letters of Credit, dated as of May 10, 2018, the Letter of Credit Agreement, dated as of October 30, 2018 (collectively, the “2018 Secured Financings”); „ the Superpriority Senior Secured Credit Agreement, dated as of October 21, 2019 (the “Superpriority Facility”); and „ the unsecured notes Indenture, dated as of April 18, 2018 (the “Indenture”) n The obligations under the 2018 Secured Financings and the Superpriority Facility are secured; the obligations under the Indenture are unsecured n The guarantors are nearly identical under the Indenture, Superpriority Facility and 2018 Secured Financings n However, the following entities currently only guaranty the 2018 Secured Financings and the Indenture: „ Arabian CBI Co Ltd., Arabian CBI Tank Manufacturing Company Ltd., Lummus Arabia Ltd Co. (collectively, the “Saudi Guarantors”); „ McDermott Serviços Offshore do Brasil Ltda (the “Brazil Guarantor”); and „ CBI Eastern Anstalt (the “Lichtenstein Guarantor” and, collectively with the Saudi Guarantors, Brazil Guarantor, the “Limited Guarantors”) n The Superpriority Lenders require that the Limited Guarantors guaranty the Superpriority Facility and that process progresses 74 Private and ConfidentialConfidential Perfection Analysis Overview n McDermott International Inc. and approximately 219 of its direct and indirect subsidiaries are party to the financing arrangements listed below: „ the Credit Agreement, dated as of May 10, 2018, the Amended and Restated Master Agreement for Stand-by Letters of Credit, dated as of May 10, 2018, the Letter of Credit Agreement, dated as of October 30, 2018 (collectively, the “2018 Secured Financings”); „ the Superpriority Senior Secured Credit Agreement, dated as of October 21, 2019 (the “Superpriority Facility”); and „ the unsecured notes Indenture, dated as of April 18, 2018 (the “Indenture”) n The obligations under the 2018 Secured Financings and the Superpriority Facility are secured; the obligations under the Indenture are unsecured n The guarantors are nearly identical under the Indenture, Superpriority Facility and 2018 Secured Financings n However, the following entities currently only guaranty the 2018 Secured Financings and the Indenture: „ Arabian CBI Co Ltd., Arabian CBI Tank Manufacturing Company Ltd., Lummus Arabia Ltd Co. (collectively, the “Saudi Guarantors”); „ McDermott Serviços Offshore do Brasil Ltda (the “Brazil Guarantor”); and „ CBI Eastern Anstalt (the “Lichtenstein Guarantor” and, collectively with the Saudi Guarantors, Brazil Guarantor, the “Limited Guarantors”) n The Superpriority Lenders require that the Limited Guarantors guaranty the Superpriority Facility and that process progresses 74 Private and Confidential

Confidential Perfection Analysis Overview (continued) n Lenders have taken extensive perfection actions under both the Superpriority Facility and 2018 Secured Financings in the United States and foreign jurisdictions of incorporation of guarantors and where guarantors own assets „ These jurisdictions include: Australia, Barbados, Brazil, Canada, Cayman Islands, Curacao, England and Wales, Ireland, Liechtenstein, Malta, Mexico, Netherlands, Norway, Panama, Singapore, United Arab Emirates and the United States „ The perfection actions also include pledging the equity interest of guarantor and non-guarantor subsidiaries—this perfection gives the Superpriority Facility and the 2018 Secured Financing the net residual value of these pledged subsidiaries as part of their security „ The collateral package is made up of substantially all of the present and after-acquired assets including security interests in personal property, vessels, real property, commercial tort claims, and general intangibles „ These collateral documents are available in the lender and noteholder advisor dataroom n The only identified instance in which the lenders potentially have not taken local (i.e., outside of the United States) perfection steps is with respect to the Saudi Guarantors „ Lenders have taken actions to perfect in the United States through UCC filings, which lenders view as sufficient perfection „ Arabian CBI Co Ltd. has obligations under a bi-lateral LC agreement and also deposits at the bi-lateral bank—the bi-lateral bank can exercise setoff rights against the accounts and would have a structurally senior claim to the Indenture, 2018 Secured Financings and the Superpriority Facility n For reference, below is a summary of the booked assets and liabilities of the Saudi Guarantors as of November 20, 2019 Total Assets as of 11/30 Total Liabilities as of 11/30 Intercompany Intercompany Net Assets Legal Entity (includes intercompany) (includes intercompany) Assets Liabilities (excluding intercompany) Arabian CBI Co Ltd. $ 87,518,934 $ 39,513,342 $30,262,004 $ 2,437,618 $20,181,206 Arabian CBI Tank Manufacturing Company Ltd. $ 52,897,497 $ 6,706,805 $ 30,725,753 $ 310,749 $15,775,688 Lummus Arabia Ltd Co. $75,437,395 $71,717,621 $ 65,093,975 $ 14,912,151 $ (46,462,050) 75 Private and ConfidentialConfidential Perfection Analysis Overview (continued) n Lenders have taken extensive perfection actions under both the Superpriority Facility and 2018 Secured Financings in the United States and foreign jurisdictions of incorporation of guarantors and where guarantors own assets „ These jurisdictions include: Australia, Barbados, Brazil, Canada, Cayman Islands, Curacao, England and Wales, Ireland, Liechtenstein, Malta, Mexico, Netherlands, Norway, Panama, Singapore, United Arab Emirates and the United States „ The perfection actions also include pledging the equity interest of guarantor and non-guarantor subsidiaries—this perfection gives the Superpriority Facility and the 2018 Secured Financing the net residual value of these pledged subsidiaries as part of their security „ The collateral package is made up of substantially all of the present and after-acquired assets including security interests in personal property, vessels, real property, commercial tort claims, and general intangibles „ These collateral documents are available in the lender and noteholder advisor dataroom n The only identified instance in which the lenders potentially have not taken local (i.e., outside of the United States) perfection steps is with respect to the Saudi Guarantors „ Lenders have taken actions to perfect in the United States through UCC filings, which lenders view as sufficient perfection „ Arabian CBI Co Ltd. has obligations under a bi-lateral LC agreement and also deposits at the bi-lateral bank—the bi-lateral bank can exercise setoff rights against the accounts and would have a structurally senior claim to the Indenture, 2018 Secured Financings and the Superpriority Facility n For reference, below is a summary of the booked assets and liabilities of the Saudi Guarantors as of November 20, 2019 Total Assets as of 11/30 Total Liabilities as of 11/30 Intercompany Intercompany Net Assets Legal Entity (includes intercompany) (includes intercompany) Assets Liabilities (excluding intercompany) Arabian CBI Co Ltd. $ 87,518,934 $ 39,513,342 $30,262,004 $ 2,437,618 $20,181,206 Arabian CBI Tank Manufacturing Company Ltd. $ 52,897,497 $ 6,706,805 $ 30,725,753 $ 310,749 $15,775,688 Lummus Arabia Ltd Co. $75,437,395 $71,717,621 $ 65,093,975 $ 14,912,151 $ (46,462,050) 75 Private and Confidential

Confidential Vessel Encumbrance Summary n Below are the ten material vessels owned by the company, nine of which are pledged and mortgaged under the 2018 Secured Financings and Superpriority Facility and one of which is pledged and mortgaged under a special purpose financing „ The company charters (but does not own) two additional vessels—the Amazon and the Aqua Lift II—and owns an interest in the Derrick Barge 30 vessel through a joint venture „ Any other vessels owned by the company are small, non-propelled barges of de minimis value Pledged Vessel Vessel Owner Pledged to Which Facility (Yes/No) May 10, 2018 Credit Agreement DLV 2000 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Emerald Sea McDermott International Vessels, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Intermac 650 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Lay Vessel 108 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility September 30, 2010 NO 105 Credit Lay Vessel North Ocean 105 North Ocean 105 AS Y Agreement May 10, 2018 Credit Agreement McDermott Derrick Barge No. 27 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement McDermott Derrick Barge No. 32 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement McDermott Derrick Barge No. 50 J. Ray McDermott International Vessels, Ltd. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement North Ocean 102 J. Ray McDermott (Norway), AS Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Thebaud Sea McDermott Gulf Operating Company, Inc. Y October 21, 2019 Priming Facility 76 Private and ConfidentialConfidential Vessel Encumbrance Summary n Below are the ten material vessels owned by the company, nine of which are pledged and mortgaged under the 2018 Secured Financings and Superpriority Facility and one of which is pledged and mortgaged under a special purpose financing „ The company charters (but does not own) two additional vessels—the Amazon and the Aqua Lift II—and owns an interest in the Derrick Barge 30 vessel through a joint venture „ Any other vessels owned by the company are small, non-propelled barges of de minimis value Pledged Vessel Vessel Owner Pledged to Which Facility (Yes/No) May 10, 2018 Credit Agreement DLV 2000 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Emerald Sea McDermott International Vessels, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Intermac 650 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Lay Vessel 108 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility September 30, 2010 NO 105 Credit Lay Vessel North Ocean 105 North Ocean 105 AS Y Agreement May 10, 2018 Credit Agreement McDermott Derrick Barge No. 27 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement McDermott Derrick Barge No. 32 Hydro Marine Services, Inc. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement McDermott Derrick Barge No. 50 J. Ray McDermott International Vessels, Ltd. Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement North Ocean 102 J. Ray McDermott (Norway), AS Y October 21, 2019 Priming Facility May 10, 2018 Credit Agreement Thebaud Sea McDermott Gulf Operating Company, Inc. Y October 21, 2019 Priming Facility 76 Private and Confidential

Confidential Real Property Encumbrance Summary Property 2018 Secured Financing Superpriority Facility Mexico Fabrication Yard, Port of Altamira, Tamaulipas, Mexico Mortgaged Mortgaged Canada Pipe, module shop, yard and building Highway 825, Sturgeon Mortgaged Mortgaged Industrial Park, Fort Saskatchewan, Alberta, Canada Louisiana Pipe fabrication shop, Walker, Louisiana at 30103 Sunland In process (Flood determination) In process Drive, Walker, Livingston Parish, Louisiana, 70785 Texas Research, development and manufacturing operation at 10100 Mortgaged Mortgaged Bay Area Blvd, Pasadena, Harris County, Texas, 77507. Plate Fabrication Shop, Houston, Texas located as 8900 Mortgaged Mortgaged Fairbanks N. Houston Road, Houston, Harris County, Texas, 77064 Dubai Leased fabrication facility, United Arab Emirates, Government Mortgaged In process of Dubai Australia Plate Fabrication Shop, Kwimana, Australia Mortgaged Mortgaged 77 Private and ConfidentialConfidential Real Property Encumbrance Summary Property 2018 Secured Financing Superpriority Facility Mexico Fabrication Yard, Port of Altamira, Tamaulipas, Mexico Mortgaged Mortgaged Canada Pipe, module shop, yard and building Highway 825, Sturgeon Mortgaged Mortgaged Industrial Park, Fort Saskatchewan, Alberta, Canada Louisiana Pipe fabrication shop, Walker, Louisiana at 30103 Sunland In process (Flood determination) In process Drive, Walker, Livingston Parish, Louisiana, 70785 Texas Research, development and manufacturing operation at 10100 Mortgaged Mortgaged Bay Area Blvd, Pasadena, Harris County, Texas, 77507. Plate Fabrication Shop, Houston, Texas located as 8900 Mortgaged Mortgaged Fairbanks N. Houston Road, Houston, Harris County, Texas, 77064 Dubai Leased fabrication facility, United Arab Emirates, Government Mortgaged In process of Dubai Australia Plate Fabrication Shop, Kwimana, Australia Mortgaged Mortgaged 77 Private and Confidential

Confidential ($ in millions) 3Q19 Capitalization, Pro Forma for Superpriority Tranches A & B Debt / LTM 9/30/19 1/3/20 1/3/20 Cash PF Face Price Market Coupon Interest Maturity YTM Adj. EBITDA 1 Unrestricted Cash $677 $677 Restricted Cash for Cash-Secured LCs 333 333 Super-Senior Debt New Super-Senior Term Loan $800 102 $814 L + 1,000 $95 Oct-21 10.8% Total Super-Senior Debt $800 $814 $95 18.6x Net Super-Senior Debt 123 137 2.9x Secured Debt 2,3 $1.0bn Revolver due 2023 $801 NA $801 L + 425 $50 May-23 NA $2.26bn Term Loan due 2025 2,226 58 1,280 L + 500 154 May-25 20.0% Finance Leases 69 NA 69 NA NA NA NA 4 Construction Financing 12 NA 12 NA NA Oct-20 NA Structured Equipment Financing 32 NA 32 NA NA Jan-20 NA Total Secured Debt $3,940 $2,994 $299 91.6x Net Secured Debt 3,263 2,317 75.9x Unsecured Debt 10.625% Senior Notes due 2024 $1,300 9 $111 10.625% $138 May-24 136.5% Total Debt $5,240 $4,050 $437 121.9x Net Debt 4,563 3,373 106.1x Preferred & Equity Redeemable Preferred Stock $330 NA $330 14% / 15% PIK $40 Market Capitalization 122 $0.67 122 NA NA Investments in Unconsolidated Affiliates (450) Non-Controlling Interest 21 Total Enterprise Value $4,586 $477 106.7x Memo: 3Q19 LTM Adj. EBITDA $43 5 3Q19 LTM FCF (937) Source: Company materials, FactSet, Markit Liquidity LC and Bonding Capacity 1. Does not represent globally available cash, which is net of JV, consortium and other captive cash 2. LIBOR margin ranges from 375bps to 425bps depending on Revolver Commitment $1,000 Committed Uncommitted leverage ratio (-) Amount Outstanding (801) 3. Cash interest includes commitment fee 6 LC Facilities TL LCs Bilateral Surety 4. Represents financing agreement to pay a portion of the costs (-) LCs (194) of North Ocean 105 vessel Revolver Availability $5 Usage $1,855 $300 $1,380 $588 5. Calculated as operating cash flow less capital expenditures 1 6. Pro forma for Superpriority LC capacity of $200mm, (+) Unrestricted Cash 677 Availability 15 10 470 254 assuming fully utilized. Excludes capacity for LC issuance under RCF, but includes capacity for $230mm sidecar Total Liquidity $682 Total $1,870 $310 $1,850 $842 78 Private and ConfidentialConfidential ($ in millions) 3Q19 Capitalization, Pro Forma for Superpriority Tranches A & B Debt / LTM 9/30/19 1/3/20 1/3/20 Cash PF Face Price Market Coupon Interest Maturity YTM Adj. EBITDA 1 Unrestricted Cash $677 $677 Restricted Cash for Cash-Secured LCs 333 333 Super-Senior Debt New Super-Senior Term Loan $800 102 $814 L + 1,000 $95 Oct-21 10.8% Total Super-Senior Debt $800 $814 $95 18.6x Net Super-Senior Debt 123 137 2.9x Secured Debt 2,3 $1.0bn Revolver due 2023 $801 NA $801 L + 425 $50 May-23 NA $2.26bn Term Loan due 2025 2,226 58 1,280 L + 500 154 May-25 20.0% Finance Leases 69 NA 69 NA NA NA NA 4 Construction Financing 12 NA 12 NA NA Oct-20 NA Structured Equipment Financing 32 NA 32 NA NA Jan-20 NA Total Secured Debt $3,940 $2,994 $299 91.6x Net Secured Debt 3,263 2,317 75.9x Unsecured Debt 10.625% Senior Notes due 2024 $1,300 9 $111 10.625% $138 May-24 136.5% Total Debt $5,240 $4,050 $437 121.9x Net Debt 4,563 3,373 106.1x Preferred & Equity Redeemable Preferred Stock $330 NA $330 14% / 15% PIK $40 Market Capitalization 122 $0.67 122 NA NA Investments in Unconsolidated Affiliates (450) Non-Controlling Interest 21 Total Enterprise Value $4,586 $477 106.7x Memo: 3Q19 LTM Adj. EBITDA $43 5 3Q19 LTM FCF (937) Source: Company materials, FactSet, Markit Liquidity LC and Bonding Capacity 1. Does not represent globally available cash, which is net of JV, consortium and other captive cash 2. LIBOR margin ranges from 375bps to 425bps depending on Revolver Commitment $1,000 Committed Uncommitted leverage ratio (-) Amount Outstanding (801) 3. Cash interest includes commitment fee 6 LC Facilities TL LCs Bilateral Surety 4. Represents financing agreement to pay a portion of the costs (-) LCs (194) of North Ocean 105 vessel Revolver Availability $5 Usage $1,855 $300 $1,380 $588 5. Calculated as operating cash flow less capital expenditures 1 6. Pro forma for Superpriority LC capacity of $200mm, (+) Unrestricted Cash 677 Availability 15 10 470 254 assuming fully utilized. Excludes capacity for LC issuance under RCF, but includes capacity for $230mm sidecar Total Liquidity $682 Total $1,870 $310 $1,850 $842 78 Private and Confidential

Confidential ($ in millions) Long-Term Financial Projections 1 1 MB’20 Forecast vs. Financing Case, Assuming 2Q20 Tech Sale MB’20 Forecast Financing Case New Orders $20,000 $18,623 $17,825 $17,006 $18,000 $16,650 $16,000 $12,999 $13,024 $14,000 $12,786 $11,969 $11,487 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $ - TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 Adjusted EBITDA $1,400 $1,293 $1,200 $1,078 $1,061 $1,004 $1,000 $766 $800 $642 $521 $600 $475 $400 $183 $200 $ - TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 1. Adjusted for financing costs of proposed DIP and exit facilities 79 Private and ConfidentialConfidential ($ in millions) Long-Term Financial Projections 1 1 MB’20 Forecast vs. Financing Case, Assuming 2Q20 Tech Sale MB’20 Forecast Financing Case New Orders $20,000 $18,623 $17,825 $17,006 $18,000 $16,650 $16,000 $12,999 $13,024 $14,000 $12,786 $11,969 $11,487 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $ - TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 Adjusted EBITDA $1,400 $1,293 $1,200 $1,078 $1,061 $1,004 $1,000 $766 $800 $642 $521 $600 $475 $400 $183 $200 $ - TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 1. Adjusted for financing costs of proposed DIP and exit facilities 79 Private and Confidential

Confidential ($ in millions) Long-Term Financial Projections (cont’d) 1 1 MB’20 Forecast vs. Financing Case, Assuming 2Q20 Tech Sale MB’20 Forecast Financing Case Cash Flow from Operating Activities $1,500 $1,137 $1,000 $753 $661 $502 $500 $156 $134 $ - ($500) ($521) ($1,000) ($1,007) ($1,095) ($1,500) TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 2 Levered Free Cash Flow $1,500 $1,095 $1,000 $581 $540 $444 $500 $1 $ - ($116) ($500) ($691) ($1,000) ($1,152) ($1,191) ($1,500) TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 1. Adjusted for financing costs of proposed DIP and exit facilities 2. Defined as cash flow from operating activities less capex 80 Private and ConfidentialConfidential ($ in millions) Long-Term Financial Projections (cont’d) 1 1 MB’20 Forecast vs. Financing Case, Assuming 2Q20 Tech Sale MB’20 Forecast Financing Case Cash Flow from Operating Activities $1,500 $1,137 $1,000 $753 $661 $502 $500 $156 $134 $ - ($500) ($521) ($1,000) ($1,007) ($1,095) ($1,500) TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 2 Levered Free Cash Flow $1,500 $1,095 $1,000 $581 $540 $444 $500 $1 $ - ($116) ($500) ($691) ($1,000) ($1,152) ($1,191) ($1,500) TY'19 TY'20 TY'21 TY'22 TY'23 TY'24 1. Adjusted for financing costs of proposed DIP and exit facilities 2. Defined as cash flow from operating activities less capex 80 Private and Confidential

Confidential ($ in millions) Capital Structure Substantial equitization of prepetition secured creditors required Illustrative Capital Structure Pre and Post-Emergence n Prepetition capital structure: $6,000 2021E CFOA: $156 million „ Funded debt: $5.1 billion ● Includes $800 million of Superpriority Term Loan $5,000 1 n Capital structure pro forma for DIP Facility : „ Funded debt (incl. DIP draw and rollup): $6.4 billion $4,000 19.4x Equitization „ Funded DIP Term Loan: $3,027 2021E of Secured CFOA Debt ● DIP Term Loan: $1,200 million, plus $3,000 ● Roll-up of Superpriority Term Loan: $800 million ● Roll-up of Superpriority make whole plus prepetition $500 accrued interest and fees: $67 million $2,000 n DIP to be repaid in cash at exit with proceeds from Tech sale n While sale of Tech is necessary for repaying the DIP and de- levering the business, it reduces post-reorg debt capacity $2,067 $2,067 $1,000 n As a result, the Company is targeting post-emergence funded debt of just under ~1x 2021E Adj. EBITDA (comprised of EPC + Tanks) $-- „ In addition to funded debt, unfunded contingent credit exposure Pre-Emergence Post-Emergence remains in form of over $4+ billion in secured LCs, bilateral LCs, and surety bonds 1 DIP TL (Incl. Roll-Up and Illustrative Net Proceeds from Tech MW Plus Accrued Interest 2 PF Debt Capacity & Fees) Secured Debt 1. Illustrative proceeds net of combined taxes and fees on sale, cash to fund through liquidity trough upon exit, residual A/P paydown, as well as financing and professional fees upon exit from chapter 11 2. ~1x 2020E Adj. EBITDA 81 Private and Confidential $ millionsConfidential ($ in millions) Capital Structure Substantial equitization of prepetition secured creditors required Illustrative Capital Structure Pre and Post-Emergence n Prepetition capital structure: $6,000 2021E CFOA: $156 million „ Funded debt: $5.1 billion ● Includes $800 million of Superpriority Term Loan $5,000 1 n Capital structure pro forma for DIP Facility : „ Funded debt (incl. DIP draw and rollup): $6.4 billion $4,000 19.4x Equitization „ Funded DIP Term Loan: $3,027 2021E of Secured CFOA Debt ● DIP Term Loan: $1,200 million, plus $3,000 ● Roll-up of Superpriority Term Loan: $800 million ● Roll-up of Superpriority make whole plus prepetition $500 accrued interest and fees: $67 million $2,000 n DIP to be repaid in cash at exit with proceeds from Tech sale n While sale of Tech is necessary for repaying the DIP and de- levering the business, it reduces post-reorg debt capacity $2,067 $2,067 $1,000 n As a result, the Company is targeting post-emergence funded debt of just under ~1x 2021E Adj. EBITDA (comprised of EPC + Tanks) $-- „ In addition to funded debt, unfunded contingent credit exposure Pre-Emergence Post-Emergence remains in form of over $4+ billion in secured LCs, bilateral LCs, and surety bonds 1 DIP TL (Incl. Roll-Up and Illustrative Net Proceeds from Tech MW Plus Accrued Interest 2 PF Debt Capacity & Fees) Secured Debt 1. Illustrative proceeds net of combined taxes and fees on sale, cash to fund through liquidity trough upon exit, residual A/P paydown, as well as financing and professional fees upon exit from chapter 11 2. ~1x 2020E Adj. EBITDA 81 Private and Confidential $ millions

Confidential DIP Facility Sizing Considerations – General Assumptions n Filing on January 13, 2020 with a duration of the Chapter 11 case of 5.5 months (June 30th emergence) n Minimum liquidity of $450 million to account for working capital swings and other business impacts n Assumes JV, captive and country cash balance requirements of ~$450 million Case n Assumes no divestitures or material operational restructuring (e.g., project shutdown / contract rejections) Assumptions n Assumes continued access to global cash n Assumes no cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties n Assumes no incremental L/Cs contemplated other than the L/C needs reflected in the business plan 1 n Analysis assumes a $2.1 billion DIP facility ($867 million roll up from prepetition Super Priority Facility + $1.2 billion incremental DIP) n Interest and fees on the DIP facility assumed based on proposal received from secured lenders but not yet approved by the Company n Accrued but unpaid interest on the Super Priority Facility assumed paid at filing Interest and Fees n Analysis includes interest at existing rates on first lien facilities (RCF, TL, LC) through the pendency of the case based on proposal received from secured lenders but not yet approved by the Company n Analysis assumes DIP L/C facility size of $743 million, including roll up of Super Priority L/C facility of $200 million, and pricing based on proposal received from secured lenders but not yet approved by the Company n Base case projections derived from: n Business plan for 2020 with adjustments for partial month of January Base Case n Assumed opening available cash balance of $25 million Projections n Base case incorporates assumed impact of bankruptcy on new orders and backlog n Base case assumes no material change to vendor payments terms n DIP Facility sizing does not incorporate costs related to emergence capital structure or exit fees; these costs are Emergence assumed to be covered by the sources and uses at emergence from the Tech sale proceeds 1. Includes $800 million principal and $67 million make whole plus accrued interest and fees at time of filing 82 Private and ConfidentialConfidential DIP Facility Sizing Considerations – General Assumptions n Filing on January 13, 2020 with a duration of the Chapter 11 case of 5.5 months (June 30th emergence) n Minimum liquidity of $450 million to account for working capital swings and other business impacts n Assumes JV, captive and country cash balance requirements of ~$450 million Case n Assumes no divestitures or material operational restructuring (e.g., project shutdown / contract rejections) Assumptions n Assumes continued access to global cash n Assumes no cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties n Assumes no incremental L/Cs contemplated other than the L/C needs reflected in the business plan 1 n Analysis assumes a $2.1 billion DIP facility ($867 million roll up from prepetition Super Priority Facility + $1.2 billion incremental DIP) n Interest and fees on the DIP facility assumed based on proposal received from secured lenders but not yet approved by the Company n Accrued but unpaid interest on the Super Priority Facility assumed paid at filing Interest and Fees n Analysis includes interest at existing rates on first lien facilities (RCF, TL, LC) through the pendency of the case based on proposal received from secured lenders but not yet approved by the Company n Analysis assumes DIP L/C facility size of $743 million, including roll up of Super Priority L/C facility of $200 million, and pricing based on proposal received from secured lenders but not yet approved by the Company n Base case projections derived from: n Business plan for 2020 with adjustments for partial month of January Base Case n Assumed opening available cash balance of $25 million Projections n Base case incorporates assumed impact of bankruptcy on new orders and backlog n Base case assumes no material change to vendor payments terms n DIP Facility sizing does not incorporate costs related to emergence capital structure or exit fees; these costs are Emergence assumed to be covered by the sources and uses at emergence from the Tech sale proceeds 1. Includes $800 million principal and $67 million make whole plus accrued interest and fees at time of filing 82 Private and Confidential

Confidential DIP Facility Sizing Considerations – General Assumptions (cont’d) n Chapter 11 impact reflected in base case assumptions in business plan n Some new awards assumed in 1Q and 2Q20, but at substantially lower win rates Customers n Clear message to customers that case limited to financial restructuring with clarity of outcome n Significant first-day order relief to pay pre-petition trade A/P, covering foreign vendors, vendor with potential lien rights, labor subcontractors, and certain other vendors n Assumes remaining pre-petition A/P to be paid out at emergence with no impairment of trade A/P Vendors n No additional payment term contraction on post-petition payables assumed during case n Vendor base assumed to be stabilized through first day order relief, DIP liquidity, and clear messaging around a consensual path forward n No cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties Bi-lateral L/Cs, n All new project L/Cs and step ups issued under the DIP facility Surety Bonds, & Secured L/Cs n Continue to renew bi-lateral L/Cs and sureties under existing facilities n Accrued professional fees of $25 million per month through April n Professional fees reduced to $15 million per month for May and June due to lower administrative needs while the Tech sale is being finalized Admin. Costs n Also includes $15 million of DIP arrangement professional fees n Fees paid 30 to 60 days after month-end, with all unpaid fees paid at emergence n Excludes exit transaction and other financing fees n Super-priority financing of $1.0 billion received ($800 million TL; $200 million LCF); assumed to roll up into DIP Pre-petition Debt n Tranche 3 and 4 for $700 million not received 83 Private and ConfidentialConfidential DIP Facility Sizing Considerations – General Assumptions (cont’d) n Chapter 11 impact reflected in base case assumptions in business plan n Some new awards assumed in 1Q and 2Q20, but at substantially lower win rates Customers n Clear message to customers that case limited to financial restructuring with clarity of outcome n Significant first-day order relief to pay pre-petition trade A/P, covering foreign vendors, vendor with potential lien rights, labor subcontractors, and certain other vendors n Assumes remaining pre-petition A/P to be paid out at emergence with no impairment of trade A/P Vendors n No additional payment term contraction on post-petition payables assumed during case n Vendor base assumed to be stabilized through first day order relief, DIP liquidity, and clear messaging around a consensual path forward n No cash collateralization is required on existing unexpired L/Cs, Bi-Lat L/Cs, and Sureties Bi-lateral L/Cs, n All new project L/Cs and step ups issued under the DIP facility Surety Bonds, & Secured L/Cs n Continue to renew bi-lateral L/Cs and sureties under existing facilities n Accrued professional fees of $25 million per month through April n Professional fees reduced to $15 million per month for May and June due to lower administrative needs while the Tech sale is being finalized Admin. Costs n Also includes $15 million of DIP arrangement professional fees n Fees paid 30 to 60 days after month-end, with all unpaid fees paid at emergence n Excludes exit transaction and other financing fees n Super-priority financing of $1.0 billion received ($800 million TL; $200 million LCF); assumed to roll up into DIP Pre-petition Debt n Tranche 3 and 4 for $700 million not received 83 Private and Confidential

Confidential ($ in millions) Post-Emergence Financing Needs n Post-emergence liquidity need was assessed using the business plan, assuming no available cash on the balance sheet at emergence. Based on the liquidity low point in November 2020, MDR would need $820 million of liquidity „ Assumes minimum liquidity of $450 million, consistent with DIP sizing assumptions „ While the post-emergence analysis assumes no available cash at emergence for sizing purposes, $450 million would be available at emergence based on the DIP analysis n Gross post-emergence L/C need was assessed using the business plan „ Forecasted L/C need based on L/C activity from Q2’20 2020 through end of 2021, including new L/Cs, step-ups and roll-offs „ To the extent projected L/C roll-offs vary from the current forecast, additional L/C capacity may be required 1. L/C needs subject to variances in forecasted roll offs and the ability to issue bilateral L/Cs and surety bonds 84 Private and ConfidentialConfidential ($ in millions) Post-Emergence Financing Needs n Post-emergence liquidity need was assessed using the business plan, assuming no available cash on the balance sheet at emergence. Based on the liquidity low point in November 2020, MDR would need $820 million of liquidity „ Assumes minimum liquidity of $450 million, consistent with DIP sizing assumptions „ While the post-emergence analysis assumes no available cash at emergence for sizing purposes, $450 million would be available at emergence based on the DIP analysis n Gross post-emergence L/C need was assessed using the business plan „ Forecasted L/C need based on L/C activity from Q2’20 2020 through end of 2021, including new L/Cs, step-ups and roll-offs „ To the extent projected L/C roll-offs vary from the current forecast, additional L/C capacity may be required 1. L/C needs subject to variances in forecasted roll offs and the ability to issue bilateral L/Cs and surety bonds 84 Private and Confidential

Confidential Bridge Analysis – Financing Need vs DIP Case ($ in millions) The. DIP facility (including roll-up) is ~$2.8 billion compared to the $1.7 billion financing need in the Financing Case n Financing case did not include roll-up into DIP of existing $543 million L/C capacity consisting of (i) $371 million of new and incremental L/C commitments; and (ii) $172 million rolled pre-petition cash collateralized L/C capacity n Driver of increased funding need vs. Financing Case „ Reduction of $329 million in CFOA vs. Financing Case due to impact of current situation (loss/delay of project, slippage etc.) „ Incremental incurred and projected transaction expenses, interest and chapter 11 related professional fees of $401 million vs. Financing Case preliminary estimate of $200 million „ Higher than projected in-country cash of $90 million and increased minimum liquidity/working capital need of $50 million n Drivers of reduced funding need vs. Financing Case „ Financing Case did not include impact of automatic stay / FDO relief relative to vendors estimated at $210 million „ Reduction of $124 million of L/C need compared to the $324 million incremental L/C need at trough in the Financing Case $40 $50 $90 $401 $(210) $(10) $329 $(124) $(1,700) $543 $(2,267) $(2,810) DIP Need Adj. Rolled- DIP Need Δ in CFOA Δ Fees / Δ Δ Intra- Pipe Fab Ch11 Impact Reduction Other Financing Over L/Cs excl. Rolled- (Rest., Expenses / JV/Trapped period Proceeds (Vendor/FDO) L/C Need Case Need Over L/C Projects Debt Service Cash W/C Need Loss/Delays, etc.) 85 Private and ConfidentialConfidential Bridge Analysis – Financing Need vs DIP Case ($ in millions) The. DIP facility (including roll-up) is ~$2.8 billion compared to the $1.7 billion financing need in the Financing Case n Financing case did not include roll-up into DIP of existing $543 million L/C capacity consisting of (i) $371 million of new and incremental L/C commitments; and (ii) $172 million rolled pre-petition cash collateralized L/C capacity n Driver of increased funding need vs. Financing Case „ Reduction of $329 million in CFOA vs. Financing Case due to impact of current situation (loss/delay of project, slippage etc.) „ Incremental incurred and projected transaction expenses, interest and chapter 11 related professional fees of $401 million vs. Financing Case preliminary estimate of $200 million „ Higher than projected in-country cash of $90 million and increased minimum liquidity/working capital need of $50 million n Drivers of reduced funding need vs. Financing Case „ Financing Case did not include impact of automatic stay / FDO relief relative to vendors estimated at $210 million „ Reduction of $124 million of L/C need compared to the $324 million incremental L/C need at trough in the Financing Case $40 $50 $90 $401 $(210) $(10) $329 $(124) $(1,700) $543 $(2,267) $(2,810) DIP Need Adj. Rolled- DIP Need Δ in CFOA Δ Fees / Δ Δ Intra- Pipe Fab Ch11 Impact Reduction Other Financing Over L/Cs excl. Rolled- (Rest., Expenses / JV/Trapped period Proceeds (Vendor/FDO) L/C Need Case Need Over L/C Projects Debt Service Cash W/C Need Loss/Delays, etc.) 85 Private and Confidential

Confidential Bridge Analysis – Financing Need vs DIP Case ($ in millions) Breakdown of Fees, Expenses, and Incremental Debt Service # Description Amount DIP Case Fees, Expenses, and Incremental Debt Service 1 Superpriority Tranches A and B - Backstop, Upfront, and OID Fees $ (86) 2 Superpriority Tranches A and B - Other Fees and Expenses (9) 3 Interest Expenses on DIP (111) 4 Fees on DIP Facility (113) 5 Interest Expense / Incremental L/C Cost on Superpriority (22) 6 Professional Fees - Restructuring (pre-petition) (120) 7 Professional Fees - Restructuring (DIP) (140) Total Fees, Expenses, and Incremental Debt Service (601) Financing Case Fees, Expenses, and Incremental Debt Service 1 Placeholder (200) Incremental to the Financing Case $ (401) Note: Interest and fees associated with the DIP and post-filing period pursuant to the term sheet received on December 31, 2019, which has not yet been approved by the Company 86 Private and ConfidentialConfidential Bridge Analysis – Financing Need vs DIP Case ($ in millions) Breakdown of Fees, Expenses, and Incremental Debt Service # Description Amount DIP Case Fees, Expenses, and Incremental Debt Service 1 Superpriority Tranches A and B - Backstop, Upfront, and OID Fees $ (86) 2 Superpriority Tranches A and B - Other Fees and Expenses (9) 3 Interest Expenses on DIP (111) 4 Fees on DIP Facility (113) 5 Interest Expense / Incremental L/C Cost on Superpriority (22) 6 Professional Fees - Restructuring (pre-petition) (120) 7 Professional Fees - Restructuring (DIP) (140) Total Fees, Expenses, and Incremental Debt Service (601) Financing Case Fees, Expenses, and Incremental Debt Service 1 Placeholder (200) Incremental to the Financing Case $ (401) Note: Interest and fees associated with the DIP and post-filing period pursuant to the term sheet received on December 31, 2019, which has not yet been approved by the Company 86 Private and Confidential

Confidential NWC Bridge: Financing Case to MB’20 ($ in millions) January 7, 2020 NWC Commentary Q4'19 Financing Case Net Working Capital ($1,349) AP paydown (207) Financing Case assumed $300M AP paydown. Liquidity constraints and business deterioration limited to ~$93mm Expense recognition/reduced revenue recognition impacts NWC (either through recording of loss provisions and/or decreased NCSA TY'20 downsides accelerated to Q4'19 (87) Contracts in Progress). MENA GP recognition slipped to TY'20 (47) Delaying revenue recognition results in higher negative NWC (lower unbilled revenues recognized in Contracts in Progress). Customer insurance/settlements slipped to TY'20 (19) Delaying revenue recognition results in higher negative NWC (lower unbilled revenues recognized in Contracts in Progress). Standards roll in Dec resets Project Estimate at Completion cost estimates, and thus reduces POC% and revenue Standards impact (26) recognition. Reduced revenue recognition impacts NWC (either through recording of loss provisions and/or decreased Contracts in Progress). Others (95) Others including reclass between current and long Q4'19 Business Case Net Working Capital ($1,830) 87 Private and ConfidentialConfidential NWC Bridge: Financing Case to MB’20 ($ in millions) January 7, 2020 NWC Commentary Q4'19 Financing Case Net Working Capital ($1,349) AP paydown (207) Financing Case assumed $300M AP paydown. Liquidity constraints and business deterioration limited to ~$93mm Expense recognition/reduced revenue recognition impacts NWC (either through recording of loss provisions and/or decreased NCSA TY'20 downsides accelerated to Q4'19 (87) Contracts in Progress). MENA GP recognition slipped to TY'20 (47) Delaying revenue recognition results in higher negative NWC (lower unbilled revenues recognized in Contracts in Progress). Customer insurance/settlements slipped to TY'20 (19) Delaying revenue recognition results in higher negative NWC (lower unbilled revenues recognized in Contracts in Progress). Standards roll in Dec resets Project Estimate at Completion cost estimates, and thus reduces POC% and revenue Standards impact (26) recognition. Reduced revenue recognition impacts NWC (either through recording of loss provisions and/or decreased Contracts in Progress). Others (95) Others including reclass between current and long Q4'19 Business Case Net Working Capital ($1,830) 87 Private and Confidential

Confidential MDR DIP Sizing Model: Projected Receipts and Disbursements ($ in millions) January 17, 2020 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Total Cash Receipts $506 $606 $979 $690 $615 $972 $746 $776 $814 $567 $608 $932 Total Cash Disbursements (476) (841) (747) (851) (816) (800) (786) (777) (741) (650) (705) (684) 1 Net Operating Cash Flow $29 ($236) $231 ($161) ($202) $172 ($40) ($1) $73 ($84) ($97) $248 Restructuring & Other Expenses ($24) ($6) ($20) ($29) ($25) ($37) ($1) ($1) ($25) ($5) ($1) ($2) DIP Interest & Fees (85) (18) (19) (19) (19) (19) Capex (6) (13) (11) (15) (12) (11) (13) (12) (32) (13) (11) (13) 1 Net Cash Flow ($85) ($273) $180 ($224) ($258) $105 ($54) ($13) $16 ($102) ($109) $233 Beginning Book Cash Balance $465 $380 $106 $287 $63 ($195) ($90) ($145) ($158) ($142) ($244) ($353) Net Cash Flow (85) (273) 180 (224) (258) 105 (54) (13) 16 (102) (109) 233 Ending Book Cash Balance $380 $106 $287 $63 ($195) ($90) ($145) ($158) ($142) ($244) ($353) ($120) (-) JV, Captive, and Country Cash Balances (440) (440) (440) (440) (440) (440) (440) (440) (440) (440) (440) (440) Bank Cash Available for Global Use ($61) ($334) ($154) ($378) ($636) ($531) ($585) ($598) ($582) ($684) ($793) ($560) (-) Working Capital Needs (450) (450) (450) (450) (450) (450) 1 DIP Financing Need ($511) ($784) ($604) ($828) ($1,086) ($981) 1. Excludes exit facility interest and fees 88 Private and ConfidentialConfidential MDR DIP Sizing Model: Projected Receipts and Disbursements ($ in millions) January 17, 2020 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Total Cash Receipts $506 $606 $979 $690 $615 $972 $746 $776 $814 $567 $608 $932 Total Cash Disbursements (476) (841) (747) (851) (816) (800) (786) (777) (741) (650) (705) (684) 1 Net Operating Cash Flow $29 ($236) $231 ($161) ($202) $172 ($40) ($1) $73 ($84) ($97) $248 Restructuring & Other Expenses ($24) ($6) ($20) ($29) ($25) ($37) ($1) ($1) ($25) ($5) ($1) ($2) DIP Interest & Fees (85) (18) (19) (19) (19) (19) Capex (6) (13) (11) (15) (12) (11) (13) (12) (32) (13) (11) (13) 1 Net Cash Flow ($85) ($273) $180 ($224) ($258) $105 ($54) ($13) $16 ($102) ($109) $233 Beginning Book Cash Balance $465 $380 $106 $287 $63 ($195) ($90) ($145) ($158) ($142) ($244) ($353) Net Cash Flow (85) (273) 180 (224) (258) 105 (54) (13) 16 (102) (109) 233 Ending Book Cash Balance $380 $106 $287 $63 ($195) ($90) ($145) ($158) ($142) ($244) ($353) ($120) (-) JV, Captive, and Country Cash Balances (440) (440) (440) (440) (440) (440) (440) (440) (440) (440) (440) (440) Bank Cash Available for Global Use ($61) ($334) ($154) ($378) ($636) ($531) ($585) ($598) ($582) ($684) ($793) ($560) (-) Working Capital Needs (450) (450) (450) (450) (450) (450) 1 DIP Financing Need ($511) ($784) ($604) ($828) ($1,086) ($981) 1. Excludes exit facility interest and fees 88 Private and Confidential

Confidential MDR MB’20 Projections – Exclusive of Exit Capital Structure ($ in millions) January 17, 2020 Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 2020E 2021E 2022E 2023E 2024E Key P&L Metrics Revenue $2,308 $2,594 $2,565 $2,247 $2,329 $9,736 $10,369 $13,962 $12,943 $13,683 (-) Project Costs & Other (2,231) (2,369) (2,329) (2,048) (2,075) (8,821) (9,389) (12,562) (11,572) (12,093) Project Gross Profit $77 $225 $236 $199 $255 $915 $980 $1,399 $1,371 $1,590 (-) Other Direct Operating Expenses (64) (58) (54) (49) (40) (202) (199) (184) (190) (188) Gross Profit $13 $167 $182 $149 $214 $713 $781 $1,216 $1,181 $1,402 (-) R&D (11) (8) (4) (2) (2) (16) (13) (17) (18) (19) (-) SG&A (77) (80) (72) (72) (68) (292) (244) (263) (234) (220) (+/-) Other Operating Income (Expense) (66) (35) (59) (6) (3) (103) 1 1 1 1 Operating Income ($141) $44 $47 $69 $141 $301 $525 $938 $930 $1,164 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+) Restructuring, Transaction & Integration Expenses 54 22 55 4 3 85 2 - - - (+/-) Other 4 2 1 1 1 4 3 3 3 3 Adjusted EBITDA ($21) $113 $135 $104 $181 $533 $668 $1,088 $1,110 $1,327 Margin % (0.9%) 4.4% 5.3% 4.6% 7.8% 5.5% 6.4% 7.8% 8.6% 9.7% Adjusted EBITDA - FCF Bridge Adjusted EBITDA ($21) $113 $135 $104 $181 $533 $668 $1,088 $1,110 $1,327 (-) Restructuring, Transaction & Integration Expenses (54) (22) (55) (4) (3) (85) (2) - - - (-) Pension Adjustment (47) - - - - - - - - - (-) D&A (62) (45) (32) (29) (36) (144) (138) (147) (177) (160) (-) Net Interest Expense (139) (1) (1) (7) (6) (16) (25) (24) (23) (21) (-) Income Tax Expense (109) (15) (15) (15) (15) (62) (105) (184) (184) (236) Net Income ($432) $29 $32 $48 $120 $228 $398 $732 $726 $910 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+/-) Change in NWC (217) (260) (252) (95) (137) (744) (315) (154) (333) 138 (+) Pension Adjustment 47 - - - - - - - - - (+/-) Other 9 (4) (3) (1) (2) (8) (10) (8) (7) (7) CFOA ($531) ($189) ($190) ($18) $17 ($381) $211 $718 $564 $1,201 (-) Capex (31) (36) (38) (58) (37) (169) (155) (81) (58) (42) Free Cash Flow ($562) ($226) ($229) ($76) ($20) ($550) $56 $637 $506 $1,159 (+/-) Other Cash from Investing & Financing 786 (17) 5 (26) (8) (45) (152) (133) 3 4 Total Change in Cash $224 ($243) ($224) ($102) ($28) ($596) ($96) $504 $509 $1,163 Note: Excludes interest and fees on RCF, TLB, and Unsecured Notes, as well as excludes DIP interest and fees and exit facility interest and fees. Includes run-rate LC costs at legacy pricing 89 Private and ConfidentialConfidential MDR MB’20 Projections – Exclusive of Exit Capital Structure ($ in millions) January 17, 2020 Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 2020E 2021E 2022E 2023E 2024E Key P&L Metrics Revenue $2,308 $2,594 $2,565 $2,247 $2,329 $9,736 $10,369 $13,962 $12,943 $13,683 (-) Project Costs & Other (2,231) (2,369) (2,329) (2,048) (2,075) (8,821) (9,389) (12,562) (11,572) (12,093) Project Gross Profit $77 $225 $236 $199 $255 $915 $980 $1,399 $1,371 $1,590 (-) Other Direct Operating Expenses (64) (58) (54) (49) (40) (202) (199) (184) (190) (188) Gross Profit $13 $167 $182 $149 $214 $713 $781 $1,216 $1,181 $1,402 (-) R&D (11) (8) (4) (2) (2) (16) (13) (17) (18) (19) (-) SG&A (77) (80) (72) (72) (68) (292) (244) (263) (234) (220) (+/-) Other Operating Income (Expense) (66) (35) (59) (6) (3) (103) 1 1 1 1 Operating Income ($141) $44 $47 $69 $141 $301 $525 $938 $930 $1,164 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+) Restructuring, Transaction & Integration Expenses 54 22 55 4 3 85 2 - - - (+/-) Other 4 2 1 1 1 4 3 3 3 3 Adjusted EBITDA ($21) $113 $135 $104 $181 $533 $668 $1,088 $1,110 $1,327 Margin % (0.9%) 4.4% 5.3% 4.6% 7.8% 5.5% 6.4% 7.8% 8.6% 9.7% Adjusted EBITDA - FCF Bridge Adjusted EBITDA ($21) $113 $135 $104 $181 $533 $668 $1,088 $1,110 $1,327 (-) Restructuring, Transaction & Integration Expenses (54) (22) (55) (4) (3) (85) (2) - - - (-) Pension Adjustment (47) - - - - - - - - - (-) D&A (62) (45) (32) (29) (36) (144) (138) (147) (177) (160) (-) Net Interest Expense (139) (1) (1) (7) (6) (16) (25) (24) (23) (21) (-) Income Tax Expense (109) (15) (15) (15) (15) (62) (105) (184) (184) (236) Net Income ($432) $29 $32 $48 $120 $228 $398 $732 $726 $910 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+/-) Change in NWC (217) (260) (252) (95) (137) (744) (315) (154) (333) 138 (+) Pension Adjustment 47 - - - - - - - - - (+/-) Other 9 (4) (3) (1) (2) (8) (10) (8) (7) (7) CFOA ($531) ($189) ($190) ($18) $17 ($381) $211 $718 $564 $1,201 (-) Capex (31) (36) (38) (58) (37) (169) (155) (81) (58) (42) Free Cash Flow ($562) ($226) ($229) ($76) ($20) ($550) $56 $637 $506 $1,159 (+/-) Other Cash from Investing & Financing 786 (17) 5 (26) (8) (45) (152) (133) 3 4 Total Change in Cash $224 ($243) ($224) ($102) ($28) ($596) ($96) $504 $509 $1,163 Note: Excludes interest and fees on RCF, TLB, and Unsecured Notes, as well as excludes DIP interest and fees and exit facility interest and fees. Includes run-rate LC costs at legacy pricing 89 Private and Confidential

Confidential MDR MB’20 Projections – Inclusive of Exit Capital Structure ($ in millions) January 17, 2020 Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 2020E 2021E 2022E 2023E 2024E Key P&L Metrics Revenue $2,308 $2,594 $2,565 $2,247 $2,329 $9,736 $10,369 $13,962 $12,943 $13,683 (-) Project Costs & Other (2,231) (2,369) (2,329) (2,055) (2,082) (8,834) (9,417) (12,592) (11,603) (12,123) Project Gross Profit $77 $225 $236 $192 $248 $902 $952 $1,370 $1,340 $1,559 (-) Other Direct Operating Expenses (64) (58) (54) (49) (40) (202) (199) (184) (190) (188) Gross Profit $13 $167 $182 $143 $208 $700 $754 $1,186 $1,150 $1,371 (-) R&D (11) (8) (4) (2) (2) (16) (13) (17) (18) (19) (-) SG&A (77) (80) (72) (72) (68) (292) (244) (263) (234) (220) (+/-) Other Operating Income (Expense) (66) (35) (59) (6) (3) (103) 1 1 1 1 Operating Income ($141) $44 $47 $63 $134 $288 $497 $908 $899 $1,134 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+) Restructuring, Transaction & Integration Expenses 54 22 55 4 3 85 2 - - - (+/-) Other 4 2 1 1 1 4 3 3 3 3 Adjusted EBITDA ($21) $113 $135 $98 $174 $520 $640 $1,058 $1,079 $1,296 Margin % (0.9%) 4.4% 5.3% 4.3% 7.5% 5.3% 6.2% 7.6% 8.3% 9.5% Adjusted EBITDA - FCF Bridge Adjusted EBITDA ($21) $113 $135 $98 $174 $520 $640 $1,058 $1,079 $1,296 (-) Restructuring, Transaction & Integration Expenses (54) (22) (55) (4) (3) (85) (2) - - - (-) Pension Adjustment (47) - - - - - - - - - (-) D&A (62) (45) (32) (29) (36) (144) (138) (147) (177) (160) (-) Net Interest Expense (139) (1) (1) (14) (14) (31) (55) (54) (53) (51) (-) Income Tax Expense (109) (15) (15) (15) (15) (62) (105) (184) (184) (236) Net Income ($432) $29 $32 $34 $106 $200 $340 $673 $666 $850 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+/-) Change in NWC (217) (260) (252) (95) (137) (744) (315) (154) (333) 138 (+) Pension Adjustment 47 - - - - - - - - - (+/-) Other 9 (4) (3) (1) (2) (8) (10) (8) (7) (7) CFOA ($531) ($189) ($190) ($32) $3 ($409) $154 $658 $503 $1,140 (-) Capex (31) (36) (38) (58) (37) (169) (155) (81) (58) (42) Free Cash Flow ($562) ($226) ($229) ($89) ($34) ($578) ($1) $577 $445 $1,098 (+/-) Other Cash from Investing & Financing 786 (17) 5 (26) (8) (45) (152) (133) 3 4 Total Change in Cash $224 ($243) ($224) ($115) ($42) ($624) ($153) $444 $448 $1,102 Note: Excludes interest and fees on RCF, TLB, and Unsecured Notes, as well as excludes DIP interest and fees 90 Private and ConfidentialConfidential MDR MB’20 Projections – Inclusive of Exit Capital Structure ($ in millions) January 17, 2020 Q4'19E Q1'20E Q2'20E Q3'20E Q4'20E 2020E 2021E 2022E 2023E 2024E Key P&L Metrics Revenue $2,308 $2,594 $2,565 $2,247 $2,329 $9,736 $10,369 $13,962 $12,943 $13,683 (-) Project Costs & Other (2,231) (2,369) (2,329) (2,055) (2,082) (8,834) (9,417) (12,592) (11,603) (12,123) Project Gross Profit $77 $225 $236 $192 $248 $902 $952 $1,370 $1,340 $1,559 (-) Other Direct Operating Expenses (64) (58) (54) (49) (40) (202) (199) (184) (190) (188) Gross Profit $13 $167 $182 $143 $208 $700 $754 $1,186 $1,150 $1,371 (-) R&D (11) (8) (4) (2) (2) (16) (13) (17) (18) (19) (-) SG&A (77) (80) (72) (72) (68) (292) (244) (263) (234) (220) (+/-) Other Operating Income (Expense) (66) (35) (59) (6) (3) (103) 1 1 1 1 Operating Income ($141) $44 $47 $63 $134 $288 $497 $908 $899 $1,134 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+) Restructuring, Transaction & Integration Expenses 54 22 55 4 3 85 2 - - - (+/-) Other 4 2 1 1 1 4 3 3 3 3 Adjusted EBITDA ($21) $113 $135 $98 $174 $520 $640 $1,058 $1,079 $1,296 Margin % (0.9%) 4.4% 5.3% 4.3% 7.5% 5.3% 6.2% 7.6% 8.3% 9.5% Adjusted EBITDA - FCF Bridge Adjusted EBITDA ($21) $113 $135 $98 $174 $520 $640 $1,058 $1,079 $1,296 (-) Restructuring, Transaction & Integration Expenses (54) (22) (55) (4) (3) (85) (2) - - - (-) Pension Adjustment (47) - - - - - - - - - (-) D&A (62) (45) (32) (29) (36) (144) (138) (147) (177) (160) (-) Net Interest Expense (139) (1) (1) (14) (14) (31) (55) (54) (53) (51) (-) Income Tax Expense (109) (15) (15) (15) (15) (62) (105) (184) (184) (236) Net Income ($432) $29 $32 $34 $106 $200 $340 $673 $666 $850 (+) D&A 62 45 32 29 36 144 138 147 177 160 (+/-) Change in NWC (217) (260) (252) (95) (137) (744) (315) (154) (333) 138 (+) Pension Adjustment 47 - - - - - - - - - (+/-) Other 9 (4) (3) (1) (2) (8) (10) (8) (7) (7) CFOA ($531) ($189) ($190) ($32) $3 ($409) $154 $658 $503 $1,140 (-) Capex (31) (36) (38) (58) (37) (169) (155) (81) (58) (42) Free Cash Flow ($562) ($226) ($229) ($89) ($34) ($578) ($1) $577 $445 $1,098 (+/-) Other Cash from Investing & Financing 786 (17) 5 (26) (8) (45) (152) (133) 3 4 Total Change in Cash $224 ($243) ($224) ($115) ($42) ($624) ($153) $444 $448 $1,102 Note: Excludes interest and fees on RCF, TLB, and Unsecured Notes, as well as excludes DIP interest and fees 90 Private and Confidential

Confidential Liquidity Sources and Uses Since 10/25/19 ($ in millions) Uses of cash from the Superpriority Tranche A and B financing have included primarily vendor payments, payroll, JV cash infusions and restructuring/transaction related fees n Of the $800M in Superpriority Tranche A and B Funding, $97M of transaction costs were netted from gross proceeds „ Additional professional fees related to Superpriority Financing of over $30M included in Project Sprint Professional Fees n Increase in cash balance from 10/21 to 12/27 of $155M due mainly to year-end collection timing Sources of Cash Uses of Cash 10/21/19 Beginning Balance (Available Cash) $82 Vendor Payments $1,233 Superpriority Tranche A and B Funding 800 Payroll 530 Collections 1,321 Interest and Other Non-Op Disbursements 8 Collections from JVs 136 JV Cash Infusion 119 Project Sprint Professional Fees 73 Superpriority Financing Transaction Costs 97 Increase in In-Country Cash 42 12/27/19 Balance (Available Cash) 237 Total Sources of Cash $2,339 Total Uses of Cash $2,339 Notes: Balances do not include In-County, JV and Captive balances Collections from JVs include receipts from Cameron, Freeport and Golden Pass sublets 91 Private and ConfidentialConfidential Liquidity Sources and Uses Since 10/25/19 ($ in millions) Uses of cash from the Superpriority Tranche A and B financing have included primarily vendor payments, payroll, JV cash infusions and restructuring/transaction related fees n Of the $800M in Superpriority Tranche A and B Funding, $97M of transaction costs were netted from gross proceeds „ Additional professional fees related to Superpriority Financing of over $30M included in Project Sprint Professional Fees n Increase in cash balance from 10/21 to 12/27 of $155M due mainly to year-end collection timing Sources of Cash Uses of Cash 10/21/19 Beginning Balance (Available Cash) $82 Vendor Payments $1,233 Superpriority Tranche A and B Funding 800 Payroll 530 Collections 1,321 Interest and Other Non-Op Disbursements 8 Collections from JVs 136 JV Cash Infusion 119 Project Sprint Professional Fees 73 Superpriority Financing Transaction Costs 97 Increase in In-Country Cash 42 12/27/19 Balance (Available Cash) 237 Total Sources of Cash $2,339 Total Uses of Cash $2,339 Notes: Balances do not include In-County, JV and Captive balances Collections from JVs include receipts from Cameron, Freeport and Golden Pass sublets 91 Private and Confidential

Confidential Liquidity Sources and Uses Since 10/25/19 (continued) ($ in millions) 92 Private and ConfidentialConfidential Liquidity Sources and Uses Since 10/25/19 (continued) ($ in millions) 92 Private and Confidential

Confidential Change in Accounts Payable Aging ($ in millions) Accounts payable has decreased 7% since 10/01/19 after receipt of the Superpriority financing n Reduction in accounts payable across all aging balances 1,459 1,400 1,279 1,273 1,252 420 (29%) 1,186 1,183 1,169 1,156 1,200 308 (24%) 373 (29%) 365 (29%) 1,000 371 (32%) 128 (9%) 356 (31%) 409 (35%) 414 (35%) 77 (6%) 85 (7%) 96 (8%) 198 (14%) 162 (13%) 800 92 (8%) 91 (8%) 75 (6%) 69 (6%) 194 (15%) 128 (10%) 123 (11%) 110 (9%) 132 (11%) 154 (13%) 600 265 (21%) 308 (21%) 231 (18%) 221 (17%) 229 (19%) 235 (20%) 257 (22%) 271 (23%) 400 462 (36%) 431 (34%) 200 405 (32%) 406 (28%) 363 (31%) 351 (30%) 317 (27%) 274 (23%) 0 10/1/19 10/24/19 10/31/19 11/6/19 11/15/19 12/6/19 12/10/19 12/20/19 Not Yet Due 0 to 30 Days 31 to 60 Days 61 to 90 Days Over 91 Days 93 Private and Confidential Accounts Payable ($M)Confidential Change in Accounts Payable Aging ($ in millions) Accounts payable has decreased 7% since 10/01/19 after receipt of the Superpriority financing n Reduction in accounts payable across all aging balances 1,459 1,400 1,279 1,273 1,252 420 (29%) 1,186 1,183 1,169 1,156 1,200 308 (24%) 373 (29%) 365 (29%) 1,000 371 (32%) 128 (9%) 356 (31%) 409 (35%) 414 (35%) 77 (6%) 85 (7%) 96 (8%) 198 (14%) 162 (13%) 800 92 (8%) 91 (8%) 75 (6%) 69 (6%) 194 (15%) 128 (10%) 123 (11%) 110 (9%) 132 (11%) 154 (13%) 600 265 (21%) 308 (21%) 231 (18%) 221 (17%) 229 (19%) 235 (20%) 257 (22%) 271 (23%) 400 462 (36%) 431 (34%) 200 405 (32%) 406 (28%) 363 (31%) 351 (30%) 317 (27%) 274 (23%) 0 10/1/19 10/24/19 10/31/19 11/6/19 11/15/19 12/6/19 12/10/19 12/20/19 Not Yet Due 0 to 30 Days 31 to 60 Days 61 to 90 Days Over 91 Days 93 Private and Confidential Accounts Payable ($M)

Confidential Estimated Sources and Uses at Emergence ($ in millions) January 20, 2020 McDermott International, Inc. - Estimated Sources and Uses at Emergence USD Millions 1 1 Sources at Emergence Amount Uses at Emergence Amount Sources Uses (7) 2 Tech Sale - Gross Proceeds $ 2,725 Minimum Available Cash to Balance Sheet $ 450 2 3 Available Cash on Balance Sheet 656 Post-Emerg. Break Even Liquidity Need 370 Tech Sale - Transaction Fees 45 4, 7 Tech Sale - Cash Taxes 64 7 Tech Sale - Other Deductions / Adjustments 110 Tech Sale - Cash Flow Net of Ticking Fee (1) 5 Exit L/C Facility Recommitment Fee 20 6 Exit Professional Transaction Fees 28 Other Transaction Costs 10 Paydow n Residual Pre-Petition Trade A/P 200 Noteholder RSA Fee 10 Repay DIP - New Money & Super Priority Roll Up 2,000 Repay DIP - Accrued Super Priority Interest 22 Repay DIP - Make Whole Portion 44 Excess / (Deficit) 9 Total Cash Sources at Emergence $ 3,381 Total Cash Uses at Emergence $ 3,381 Notes: (1) Assumptions subject to change according to final deal parameters (2) Available cash excludes in-country cash, consortium cash and restricted cash (3) Liquidity trough projected to occur in November 2020 at $370mm (4) Cash tax estimate per MDR management's preliminary estimate; subject to change (5) L/C recommitment fee per draft term sheet of 1.5% of Senior Exit L/C Facility ($1.326bn) (6) Preliminary; subject to change. Excludes monthly professional fees assumed paid in DIP (7) Preliminary estimates; subject to change 94 Private and ConfidentialConfidential Estimated Sources and Uses at Emergence ($ in millions) January 20, 2020 McDermott International, Inc. - Estimated Sources and Uses at Emergence USD Millions 1 1 Sources at Emergence Amount Uses at Emergence Amount Sources Uses (7) 2 Tech Sale - Gross Proceeds $ 2,725 Minimum Available Cash to Balance Sheet $ 450 2 3 Available Cash on Balance Sheet 656 Post-Emerg. Break Even Liquidity Need 370 Tech Sale - Transaction Fees 45 4, 7 Tech Sale - Cash Taxes 64 7 Tech Sale - Other Deductions / Adjustments 110 Tech Sale - Cash Flow Net of Ticking Fee (1) 5 Exit L/C Facility Recommitment Fee 20 6 Exit Professional Transaction Fees 28 Other Transaction Costs 10 Paydow n Residual Pre-Petition Trade A/P 200 Noteholder RSA Fee 10 Repay DIP - New Money & Super Priority Roll Up 2,000 Repay DIP - Accrued Super Priority Interest 22 Repay DIP - Make Whole Portion 44 Excess / (Deficit) 9 Total Cash Sources at Emergence $ 3,381 Total Cash Uses at Emergence $ 3,381 Notes: (1) Assumptions subject to change according to final deal parameters (2) Available cash excludes in-country cash, consortium cash and restricted cash (3) Liquidity trough projected to occur in November 2020 at $370mm (4) Cash tax estimate per MDR management's preliminary estimate; subject to change (5) L/C recommitment fee per draft term sheet of 1.5% of Senior Exit L/C Facility ($1.326bn) (6) Preliminary; subject to change. Excludes monthly professional fees assumed paid in DIP (7) Preliminary estimates; subject to change 94 Private and Confidential

Confidential Consolidated 13-Week Cash Flow Forecast ($ in millions) January 18, 2020 Week #: 1 2 3 4 5 6 7 8 9 10 11 12 13 13 Weeks Actual / Forecast: Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Week Ending: 01/24/20 01/31/20 02/07/20 02/14/20 02/21/20 02/28/20 03/06/20 03/13/20 03/20/20 03/27/20 04/03/20 04/10/20 04/17/20 Total Total Receipts $ 144.1 $ 253.2 $ 89.3 $ 78.5 $ 213.7 $ 315.0 $ 146.1 $ 56.1 $ 76.2 $ 392.5 $ 174.4 $ 56.2 $ 35.1 $ 2,030.5 Total Disbursements (5 0.0) (3 99.8) (197.3) (1 65.3) (184.3) (2 37.4) (1 69.3) (1 52.2) (1 59.2) (1 69.4) (229.2) (1 44.5) (152.7) (2,410.7) Total Net Cash Flow $ 94.1 $ (146.6) $ (108.0) $ (86.9) $ 29.4 $ 77.7 $ (23.2) $ (9 6.1) $ (8 3.0) $ 223.2 $ (5 4.8) $ (8 8.3) $ (117.6) $ (380.1) Cumulative Period 94.1 (52.5) (160.5) (247.3) (217.9) (140.3) (163.5) (259.6) (342.6) (119.4) (174.2) (262.6) (380.1) (380.1) Cash Balance Rollforward Beginning Cash Balance 155.0 716.1 569.5 461.5 374.6 1,054.0 1,131.7 1,108.5 1,012.4 929.4 1,152.5 1,097.8 1,009.4 155.0 Net Cash Flow 94.1 (146.6) (108.0) (86.9) 29.4 77.7 (2 3.2) (9 6.1) (83.0) 223.2 (5 4.8) (88.3) (117.6) (380.1) New Financing (Net of Fees) 467.0 - - - 650.0 - - - - - - - - 1,117.0 Ending Cash Balance $ 716.1 $ 569.5 $ 461.5 $ 374.6 $ 1,054.0 $ 1,131.7 $ 1,108.5 $ 1,012.4 $ 929.4 $ 1,152.5 $ 1,097.8 $ 1,009.4 $ 891.8 $ 891.8 Memo: Less Country Cash Balances (1 30.0) (1 30.0) (1 30.0) (130.0) (1 30.0) (130.0) (1 30.0) (130.0) (1 30.0) (1 30.0) (1 30.0) (130.0) (130.0) (130.0) Ending Available Cash Balance $ 586.1 $ 439.5 $ 331.5 $ 244.6 $ 924.0 $ 1,001.7 $ 978.5 $ 882.4 $ 799.4 $ 1,022.5 $ 967.8 $ 879.4 $ 761.8 $ 761.8 Ending Cash Balance including Country Cash + JV Cash + Insurance Captive Cash 1,074.5 900.0 797.5 744.0 1,374.5 1,449.1 1,448.2 1,344.7 1,249.0 1,468.2 1,430.7 1,338.4 1,236.8 1,236.8 Notes: * Week of 01/24, includes only 01/22, 01/23 & 01/24 post-filing Does not include cash collateral accounts 95 Private and ConfidentialConfidential Consolidated 13-Week Cash Flow Forecast ($ in millions) January 18, 2020 Week #: 1 2 3 4 5 6 7 8 9 10 11 12 13 13 Weeks Actual / Forecast: Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Week Ending: 01/24/20 01/31/20 02/07/20 02/14/20 02/21/20 02/28/20 03/06/20 03/13/20 03/20/20 03/27/20 04/03/20 04/10/20 04/17/20 Total Total Receipts $ 144.1 $ 253.2 $ 89.3 $ 78.5 $ 213.7 $ 315.0 $ 146.1 $ 56.1 $ 76.2 $ 392.5 $ 174.4 $ 56.2 $ 35.1 $ 2,030.5 Total Disbursements (5 0.0) (3 99.8) (197.3) (1 65.3) (184.3) (2 37.4) (1 69.3) (1 52.2) (1 59.2) (1 69.4) (229.2) (1 44.5) (152.7) (2,410.7) Total Net Cash Flow $ 94.1 $ (146.6) $ (108.0) $ (86.9) $ 29.4 $ 77.7 $ (23.2) $ (9 6.1) $ (8 3.0) $ 223.2 $ (5 4.8) $ (8 8.3) $ (117.6) $ (380.1) Cumulative Period 94.1 (52.5) (160.5) (247.3) (217.9) (140.3) (163.5) (259.6) (342.6) (119.4) (174.2) (262.6) (380.1) (380.1) Cash Balance Rollforward Beginning Cash Balance 155.0 716.1 569.5 461.5 374.6 1,054.0 1,131.7 1,108.5 1,012.4 929.4 1,152.5 1,097.8 1,009.4 155.0 Net Cash Flow 94.1 (146.6) (108.0) (86.9) 29.4 77.7 (2 3.2) (9 6.1) (83.0) 223.2 (5 4.8) (88.3) (117.6) (380.1) New Financing (Net of Fees) 467.0 - - - 650.0 - - - - - - - - 1,117.0 Ending Cash Balance $ 716.1 $ 569.5 $ 461.5 $ 374.6 $ 1,054.0 $ 1,131.7 $ 1,108.5 $ 1,012.4 $ 929.4 $ 1,152.5 $ 1,097.8 $ 1,009.4 $ 891.8 $ 891.8 Memo: Less Country Cash Balances (1 30.0) (1 30.0) (1 30.0) (130.0) (1 30.0) (130.0) (1 30.0) (130.0) (1 30.0) (1 30.0) (1 30.0) (130.0) (130.0) (130.0) Ending Available Cash Balance $ 586.1 $ 439.5 $ 331.5 $ 244.6 $ 924.0 $ 1,001.7 $ 978.5 $ 882.4 $ 799.4 $ 1,022.5 $ 967.8 $ 879.4 $ 761.8 $ 761.8 Ending Cash Balance including Country Cash + JV Cash + Insurance Captive Cash 1,074.5 900.0 797.5 744.0 1,374.5 1,449.1 1,448.2 1,344.7 1,249.0 1,468.2 1,430.7 1,338.4 1,236.8 1,236.8 Notes: * Week of 01/24, includes only 01/22, 01/23 & 01/24 post-filing Does not include cash collateral accounts 95 Private and Confidential

XML

Document and Entity Information	Jan. 17, 2020
Cover [Abstract]
Entity Registrant Name	MCDERMOTT INTERNATIONAL INC
Amendment Flag	false
Entity Central Index Key	0000708819
Document Type	8-K
Document Period End Date	Jan. 17, 2020
Entity Incorporation State Country Code	R1
Entity File Number	001-08430
Entity Tax Identification Number	72-0593134
Entity Address, Address Line One	757 N. Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	(281)
Local Phone Number	870-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	MDR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false