EXHIBIT 10.2
[PRIDE INTERNATIONAL, INC. LETTERHEAD]
June 3, 1999
VIA FAX (000-000-0000)
First Reserve Fund VIII, Limited Partnership
c/o First Reserve Corp.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Gentlemen:
This letter sets forth certain agreements relating to the Closing of
the transactions provided for in the Securities Purchase Agreement between us
dated as of May 5, 1999 (the "Purchase Agreement"). Capitalized terms used
herein that are not otherwise defined shall have the respective meanings given
them in the Purchase Agreement.
1. The Closing of the transactions provided for in the Purchase Agreement,
other than those subject to the Exchangeable Stock Condition, shall take place
on June 17, 1999 (the "First Closing"). At the First Closing, the Company will
deliver to the Purchaser a certificate or certificates evidencing 4,681,146
shares of Common Stock of the Company in consideration of the payment by the
Purchaser of $25.0 million in cash and Debentures having an aggregate principal
amount at maturity of $77,082,000 (the "First Closing Purchase Price"). Except
for the transactions governed by the Exchangeable Stock Condition and the
fulfillment of that condition, the First Closing shall be in accordance with and
subject to the provisions of Section 2.2 and Articles VI and VII of the Purchase
Agreement.
2. The Closing of the transactions subject to the Exchangeable Stock
Condition (the "Second Closing") shall take place on the tenth business day (or
such later date as the parties shall mutually agree) following the date on which
the Company gives the Purchaser written notice whether clause (i) of the
Exchangeable Stock Condition has been fulfilled. Such notice shall be delivered
to the Purchaser not later than the close of business (Houston time) on July 1,
1999. At the Second Closing, if the Exchangeable Stock Condition shall have been
fulfilled in its entirety, the Company will deliver to the Purchaser
certificates evidencing the shares of Exchangeable Stock in consideration of a
payment by Purchaser of $25.0 million in cash. If the Exchangeable Stock
Condition shall not have been fulfilled in its entirety, at the Second Closing
the Company will deliver to the Purchaser certificates evidencing 2,094,241
shares of Common Stock of the Company in consideration of a payment by Purchaser
of $25.0 million in cash. The Second Closing shall otherwise be governed by the
terms and provisions of Section 2.2 and Articles VI and VII of the Purchase
Agreement, except to the extent required to reflect the occurrence of the First
Closing,
First Reserve Fund VIII, Limited Partnership
June 3, 1999
Page 2
including without limitation the payment of the First Closing Purchase Price and
the delivery of the related shares of Common Stock. For purposes of Article X of
the Purchase Agreement, the Closing Date shall be deemed to be the date of the
Second Closing.
Except as expressly modified hereby, the Purchase Agreement is
hereby ratified. This letter may be excluded in counterparts, which together
constitute a single agreement. This letter may be delivered by delivery of
facsimile signature pages.
If the foregoing is in accordance with the agreements and
understandings between us, please so indicate by returning a signed counterpart
of this letter.
Very truly yours,
PRIDE INTERNATIONAL, INC.
By:/s/XXXX X. XXXXX
Xxxx X. Xxxxx
President and Chief Executive Officer
AGREED TO AND ACCEPTED
AS OF THIS 4TH DAY OF JUNE 1999:
FIRST RESERVE FUND VIII, LIMITED PARTNERSHIP
By: First Reserve GP VIII, L.P.
its General Partner
By: First Reserve Corporation
its General Partner
By:/s/XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Managing Director
