J. Ray McDermott Completes Tender Offer and Closes $500 Million Credit Facility

J. Ray McDermott, S.A. ("J. Ray"), a subsidiary of
McDermott International, Inc. ("McDermott") (NYSE:MDR), announced
today it has completed the previously announced cash tender offer and
consent solicitation (collectively, the "Offer") to purchase all of J.
Ray's outstanding 11% Senior Secured Notes due 2013 (the "Notes").
   Using current cash on hand, J. Ray purchased $200 million in
aggregate principal amount of the Notes (representing 100% of the
previously outstanding Notes) that were tendered pursuant to the Offer
and paid the related tender premiums. As previously announced, J. Ray
expects to recognize approximately $50 million of expense in the
second quarter of 2006 related to the early extinguishment of the
Notes.
   Also today, J. Ray announced it has entered into a new $500
million senior secured credit facility. The facility is comprised of a
five-year, $400 million revolving credit and letter of credit
facility, and a six-year, $100 million synthetic letter of credit
facility. The new facility will be used to provide J. Ray with letter
of credit capacity and working capital availability to support J.
Ray's growth initiatives. As a result of these new facilities,
approximately $125 million of previously restricted cash will become
unrestricted and available for general corporate purposes.
   J. Ray McDermott is a leading provider of engineering,
procurement, construction, and installation services for offshore oil
and gas field developments worldwide. McDermott International, Inc. is
a leading worldwide energy services company. McDermott's subsidiaries
provide engineering, construction, installation, procurement,
research, manufacturing, environmental systems, project management and
facility management services to a variety of customers in the energy
and power industries, including the U.S. Department of Energy.
   In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, McDermott cautions that
statements in this press release, which are forward-looking and
provide other than historical information, involve risks and
uncertainties that may impact actual outcomes. These forward-looking
statements include our statements regarding our intended uses of the
new credit facility, the expense associated with the Offer and the
amount and timing of restricted cash becoming unrestricted. Those
statements are subject to numerous uncertainties and risks including,
without limitation, the inaction of third parties and our credit
needs. For a more complete discussion of these risk factors, please
see McDermott's filings with the Securities and Exchange Commission,
including its annual report for the year ended December 31, 2005.