EXHIBIT 10.2
AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT, dated as of
December 3, 2001 (the "Amendment"), is made by and between XxXxxxxxx
Incorporated, a Delaware corporation ("McDermott"), and XxXxxxxxx International,
Inc., a Panama corporation ("International").
WITNESSETH:
WHEREAS, McDermott and International entered into a Stock Purchase and
Sale Agreement dated as of November 17, 1982 ("Agreement"); and
WHEREAS, McDermott and International mutually desire to amend the
Agreement as provided in this Amendment to Stock Purchase and Sale Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, McDermott and International hereby amend the Agreement as follows:
1. Section (2) of the Agreement is hereby amended and restated to read
in its entirety as follows:
(2) Purchase obligations of International. On the sixtieth day
after that on which a demand upon it to do so is made,
International will purchase for Cash from McDermott or any
Transferee the number of Units designated by McDermott or such
Transferee in such demand at a price per Unit equal to 90% of
the Fair Value of a Unit on the day such demand is made.
2. The first paragraph of Section (3) of the Agreement is hereby
amended and restated to read in its entirety as follows:
(3) Purchase rights of International. On the sixtieth day after
that on which a demand upon it to do so is made, McDermott
will sell for Cash to International the number of Units
designated by International in such demand at a price per Unit
equal to 110% of the Fair Value of a Unit on the day such
demand is made.
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The second and third paragraphs of Section (3) of the Agreement are and shall
remain in full force and effect, without modification by this Amendment.
3. All references in this Amendment to Sections of the Agreement refer
to the numbered sections of the Agreement.
4. Except to the extent of the amendments set forth in this Amendment,
all provisions of the Agreement are and shall remain in full force and effect
for the remaining term of the Agreement as set forth in Section 9(b) of the
Agreement.
5. This Amendment shall be effective upon the submission of the
required officers' certificates pursuant to (a) Section 3.13(d) of the Indenture
dated as of March 1, 1992 to which McDermott is a party, as amended, and (b)
Section 3.12(d) of the Indenture dated as of November 1, 1992 to which McDermott
is a party, as amended.
6. This Amendment shall be governed by and construed under the laws of
the State of New York of the United States of America.
7. This Amendment may be executed in any number of counterparts, each
of which shall be deemed for all purposes to be an original, but all of which
when taken together shall constitute one and the same agreement, and shall
become effective as provided in Section 5 above.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXXXXX INCORPORATED
By:
-------------------------------------
X. X. XXXXXX, XX.
President
XXXXXXXXX INTERNATIONAL, INC.
By:
-------------------------------------
XXXXX X. XXXXXXXX
Executive Vice President and Chief
Financial Officer
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SECOND AMENDMENT TO
STOCK PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT, dated as of
January 11, 2002 (this "Second Amendment"), is made by and between XxXxxxxxx
Incorporated, a Delaware corporation ("McDermott"), and XxXxxxxxx International,
Inc., a Panama corporation ("International").
WITNESSETH:
WHEREAS, McDermott and International entered into a Stock Purchase and
Sale Agreement dated as of November 17, 1982 ("Agreement"); and
WHEREAS, McDermott and International amended the Agreement pursuant to
an Amendment to Stock Purchase and Sale Agreement dated as of December 3, 2001
(the "First Amendment"); and
WHEREAS, McDermott and International mutually desire to amend the
Agreement, as amended by the First Amendment, as provided in this Second
Amendment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, McDermott and International hereby amend the Agreement, as amended
by the First Amendment, as follows:
1. Section (2) of the Agreement, as amended by the First Amendment, is
hereby amended and restated to read in its entirety as follows:
(2) Purchase obligations of International. On the sixtieth day
after that on which a demand upon it to do so is made,
International will purchase for Cash from McDermott or any
Transferee the number of Units designated by McDermott or such
Transferee in such demand at a price per Unit equal to 90% of
the Fair Value of a Unit on the day such demand is made;
provided, however, if the demand contemplated by this sentence
is made by McDermott at any time during the period from
January 15, 2002 through February 28, 2002, the purchase
transaction contemplated by this sentence shall be completed
on March 15, 2002.
2. The first paragraph of Section (3) of the Agreement, as amended by the
First Amendment, is hereby amended and restated to read in its entirety
as follows:
(3) Purchase rights of International. On the sixtieth day
after that on which a demand upon it to do so is made,
McDermott will sell for Cash to International the number of
Units designated by International in such demand at a price
per Unit equal to 110% of the Fair Value of a Unit on the day
such demand is made; provided, however, if the demand
contemplated by this sentence is made by International at any
time during the period from January 15, 2002 through February
28, 2002, the purchase transaction contemplated by this
sentence shall be completed on March 15, 2002.
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The second and third paragraphs of Section (3) of the Agreement are and
shall remain in full force and effect, without modification by this
Second Amendment.
3. All references in this Second Amendment to Sections of the Agreement
refer to the numbered sections of the Agreement. All references in this
Second Amendment to Articles refer to the numbered paragraphs of this
Second Amendment.
4. Except to the extent of the amendments set forth in this Second
Amendment, all provisions of the Agreement, as amended by the First
Amendment, are and shall remain in full force and effect for the
remaining term of the Agreement as set forth in Section 9(b) of the
Agreement.
5. This Second Amendment shall be effective upon the submission of the
required officers' certificates pursuant to (a) Section 3.13(d) of the
Indenture dated as of March 1, 1992 to which McDermott is a party, as
amended, and (b) Section 3.12(d) of the Indenture dated as of November
1, 1992 to which McDermott is a party, as amended.
6. This Second Amendment shall be governed by and construed under the laws
of the State of New York of the United States of America.
7. This Second Amendment may be executed in any number of counterparts,
each of which shall be deemed for all purposes to be an original, but
all of which when taken together shall constitute one and the same
agreement, and shall become effective as provided in Article 5 above.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the date first above written.
XxXXXXXXX INCORPORATED
By:
----------------------------------
X. X. Xxxxxx, Xx.
President
XxXXXXXXX INTERNATIONAL, INC.
By:
----------------------------------
Xxxxx X. Xxxxxxxx
Executive Vice President and
Chief Financial Officer
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