0000950129-07-003822 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2007 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 9, 2007 and is entered into by and among The Babcock & Wilcox Company, a Delaware corporation (the “Borrower”), CERTAIN OF THE GUARANTORS executing the signature pages hereto, CERTAIN LENDERS AND SYNTHETIC INVESTORS (as such terms are defined in the hereinafter described Credit Agreement) listed on the signature pages hereto (the “Lenders”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, “Collateral Agent”), and is made with reference to that certain CREDIT AGREEMENT dated as of February 22, 2006 (the “Credit Agreement”) by and among Borrower, Lenders, Administrative Agent and the other agents party thereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2007 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 9, 2007 and is entered into by and among J. RAY MCDERMOTT, S.A., a Panamanian corporation (the “Borrower”), CERTAIN OF THE GUARANTORS executing the signature pages hereto, CERTAIN LENDERS AND SYNTHETIC INVESTORS (as such terms are defined in the hereinafter described Credit Agreement) listed on the signature pages hereto (the “Lenders”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, “Collateral Agent”), and is made with reference to that certain CREDIT AGREEMENT dated as of June 6, 2006 (as amended by the First Amendment dated as of August 4, 2006 and the Second Amendment dated as of December 1, 2006, the “Credit Agreement”) by and among Borrower, Lenders, Administrative Agent and the other agents party thereto. Capitalized terms used herein without definition shall have the same meanings herein as set

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