all amounts expressed in dollars in this
Certificate of Designation are references to United States dollars.
[Signature page follows.]
26
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation
to be signed and attested this
th day of October, 2018.
MCDERMOTT INTERNATIONAL, INC.
By:
Name:
Title:
[Signature Page to Certificate of Designation]
Exhibit A
OWNERSHIP NOTICE
THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE ARE SUBJECT TO THE
CERTIFICATE OF DESIGNATION (THE "CERTIFICATE OF DESIGNATION"), WHICH ESTABLISHES
THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS OF
THE 12% REDEEMABLE PREFERRED STOCK, PAR VALUE OF ONE DOLLAR ($1.00 U.S. CY.) PER
SHARE ("PREFERRED STOCK") OF MCDERMOTT INTERNATIONAL, INC., A PANAMANIAN
CORPORATION (THE "CORPORATION").
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF THE CORPORATION, INCLUDING THE CERTIFICATE OF
DESIGNATION (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE "CHARTER"),
A COPY OF WHICH IS ON FILE WITH THE PUBLIC REGISTRY OFFICE OF PANAMA. THE
CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE
SERIES OF ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE SECRETARY OF THE
CORPORATION. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS
AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE
PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO
THIS NOTICE BY REFERENCE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
This notice confirms and acknowledges that you are the registered owner of the
number and the class or series of shares of capital stock of the Corporation
listed on Schedule A to this notice.
Dated: _____________
Computershare Trust Corporation, N.A., as Transfer Agent By:
Name:
Title:
Exhibit D - Form of Opinion of Baker Botts L.L.P.
1. No consent, approval or authorization of, or filing with, any governmental
authority or agency of the United States is required on the part of the Company
as a condition to the Company's valid execution, delivery and performance of its
obligations under the Operative Documents, or to the offer, sale or issuance of
the Purchased Shares by the