AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 (this Amendment), dated as of October 25, 2019, by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, constitutes an amendment to that certain Securities Purchase Agreement, dated as of October 30, 2018 (the Securities Purchase Agreement), between the Company and the parties thereto. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Securities Purchase Agreement.
WHEREAS, Section 8.04 of the Securities Purchase Agreement provides that the Company and the parties thereto may amend, subject to certain conditions provided therein, the Securities Purchase Agreement; and
WHEREAS, the Company and certain parties to the Securities Purchase Agreement desire to amend the Securities Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Securities Purchase Agreement as set forth herein.
Section 1.01 Amendment of Securities Purchase Agreement. The Securities Purchase Agreement is hereby amended by deleting Section 5.02(a) and Section 5.02(b) thereof and the cross-references to such provisions therein and replacing each such deleted section with [reserved].
Section 2.01 Severability. Any provision of this Amendment that is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.
Section 2.02 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company and the Purchasers each hereby irrevocably and unconditionally:
(a) submits for itself in any legal action or proceeding relating solely to this Amendment to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof;
(b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 3.02 of the Securities Purchase Agreement or at such other address of which the other party shall have been notified pursuant thereto;