EXHIBIT 10.1
PUT AND EXCHANGE AGREEMENT
This Put and Exchange Agreement ("AGREEMENT") is made this 14th day of
September, 1999 by and between Pride International, Inc., a Louisiana
corporation (the "COMPANY"), and First Reserve Fund VIII, L.P. a Delaware
limited partnership (the "PURCHASER").
RECITALS:
WHEREAS, the Company and the Purchaser entered into that certain
Securities Purchase Agreement dated as of May 5, 1999 (the "ORIGINAL PURCHASE
AGREEMENT"), as amended by those certain Letter Agreements dated June 4, 1999,
June 18, 1999, June 21, 1999 and July 14, 1999 (the Original Purchase Agreement
as so amended, the "PURCHASE AGREEMENT");
WHEREAS, pursuant to the Purchase Agreement and subject to certain
conditions included therein, Purchaser agreed to buy and the Company agreed to
cause Amethyst Financial Company Limited, a British Virgin Islands corporation
and a 30% owned affiliate of the Company ("AMETHYST"), to issue and deliver to
the Purchaser shares of Exchangeable Stock which represent common equity
securities of Amethyst;
WHEREAS, the Company and the Purchaser desire to amend the Purchase
Agreement to provide that the Purchaser shall subscribe for shares of common
stock of Amethyst, and the Purchaser shall have certain exchange rights with
respect to such stock pursuant to this Agreement and the Purchase Agreement;
WHEREAS, the Company and the Purchaser desire to enter into certain
agreements relating to the dilution of the Exchangeable Stock; and
WHEREAS, the Company and the Purchaser desire to make certain other
agreements relating to the Second Closing;
NOW, THEREFORE, in consideration of the premises, the mutual promises made
herein and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. AMENDMENT; MEANINGS OF CERTAIN TERMS. This Agreement constitutes (i) an
amendment to the Purchase Agreement, and (ii) the Amethyst Agreement, as such
term is defined in the Purchase Agreement. The common stock of Amethyst issued
to the Purchaser (or to another member of the First Reserve Group) exchangeable
for common stock of the Company constitutes the Exchangeable Stock, as such term
is defined in the Purchase Agreement. Capitalized terms used herein that are not
otherwise defined shall have the respective meanings given them in the Purchase
Agreement.
2. SECOND CLOSING. Subject to the terms and conditions of the Purchase
Agreement, the issuance and purchase of the 1,250 shares of Exchangeable Stock
shall take place at the Amethyst Closing to be held at the offices of Xxxxxx &
Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx, at 10:00 a.m.
(Central time) on September 14, 1999, or such other date as may be agreed by the
parties (the "SECOND CLOSING DATE"). On the Second Closing Date, the Company
will cause Amethyst to deliver certificates representing 1,250 validly issued,
fully paid and nonassessable shares of Exchangeable Stock upon receipt by
Amethyst of $12,500,000 therefor in cash by wire transfer of immediately
available funds to an account designated by Amethyst, or by such other method as
is mutually agreed to by the Purchaser and the Company, registered in the name
of the Purchaser and/or another member of the First Reserve Group designated by
the Purchaser.
3. CLOSING DATE. The Company and the Purchaser hereby agree that for the
purposes of the Second Closing, all references in the Purchase Agreement to the
term "Closing Date" shall be deemed to be references to the Second Closing Date.
4. AMENDMENTS TO PURCHASE AGREEMENT.
(a) The initial paragraph of Section 5.10 of the Purchase Agreement shall
be and hereby is amended to read in its entirety as follows:
"From and after the earlier of (i) the third anniversary of the
Closing Date, (ii) the occurrence of a Change of Control, or (iii) the
issuance by the Company in one or more transactions after the Closing Date
of Common Stock or Convertible Securities without consideration or for a
consideration per share of Common Stock less than the Current Market
Price, exclusive of any underwriter's or other agent's discounts or
commissions, per share of Common Stock on the date of each such issuance
(other than shares of Common Stock issued pursuant to director or employee
stock option or other benefit plans) and the Common Stock or Convertible
Securities so issued represent 2% or more of the outstanding Common Stock
on a fully diluted basis, the Purchaser, any of the members of the First
Reserve Group or their respective assignees shall have the right to
exchange all, but not less than all, of the shares of Exchangeable Stock
for an aggregate of 1,047,120 shares of Common Stock, or an assumed
exchange price of approximately $11.9375 per share (the "EXCHANGE PRICE"),
which Exchange Price is subject to adjustment for the events described in
the Amethyst Agreement, as follows:"
(b) A definition of "CURRENT MARKET PRICE" shall be and hereby is added to
Section 1.1 of the Purchase Agreement and shall read in its entirety as
follows:
"'CURRENT MARKET PRICE' per share of Common Stock on any date shall
mean the average of the daily closing prices (weighted by volume) of the
Common Stock on the New York Stock Exchange for the 5 consecutive trading
dates commencing 7 trading dates before the date of determination."
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(c) The definition of "EXCHANGEABLE STOCK" in Section 1.1 of the Purchase
Agreement shall be and hereby is amended to read in its entirety as
follows:
"'EXCHANGEABLE STOCK' shall mean the common stock of Amethyst or any
instrument, contract right, claim, security or other right of any kind or
nature whatsoever into which such shares of Amethyst common stock have
been converted, exchanged or otherwise changed at the date such shares are
exchanged for Common Stock as provided in Section 5.10, which (a) shall
represent a proportionate part (based on the amount of equity capital
invested) of the issued share equity of Amethyst and (b) may be exchanged
for Common Stock as provided in Section 5.10 of this Agreement."
5. DILUTION PROVISIONS. As contemplated by Section 5.10 of the Original Purchase
Agreement, the Exchange Price is subject to adjustment, as follows:
(a)(i)In case the Company shall after the Closing Date (A) pay a
dividend or make a distribution on its Common Stock that is paid or made
(1) in shares of its Common Stock or (2) in rights to purchase stock or
other securities if such rights are not separable from the Common Stock
except upon the occurrence of a contingency, (B) subdivide or split its
outstanding Common Stock into a greater number of shares, (C) combine its
outstanding Common Stock into a smaller number of shares or (D) issue any
shares of capital stock by reclassification of its Common Stock, the
Exchange Price in effect immediately prior thereto shall be adjusted, or
in the case of clause (A)(2) other provision shall be made, so that the
holder of any share of Exchangeable Stock thereafter surrendered for
exchange shall be entitled to receive the number of shares of Common Stock
of the Company and rights to purchase stock or other securities which such
holder would have owned or have been entitled to receive after the
occurrence of any of the events described above had such share been
surrendered for exchange immediately prior to the occurrence of such event
or the record date therefor, whichever is earlier. In the event of the
redemption of any rights referred to in clause (A), such holder shall have
the right to receive, in lieu of any such rights, any cash, property or
securities paid in respect of such redemption. An adjustment made pursuant
to this subparagraph (i) shall become effective immediately after the
close of business on the record date for determination of stockholders
entitled to receive such dividend or distribution in the case of a
dividend or distribution (except as provided in paragraph (e) below) and
shall become effective immediately after the close of business on the
effective date in the case of a subdivision, split, combination or
reclassification. Any shares of Common Stock issuable in payment of a
dividend shall be deemed to have been issued immediately prior to the
close of business on the record date for such dividend for purposes of
calculating the number of outstanding shares of Common Stock under clauses
(ii) and (iii) below.
(ii) In case the Company shall issue after the Closing Date
options, rights or warrants to all holders of Common Stock entitling them
to subscribe for or purchase Common Stock, or Convertible Securities, at
an exercise, purchase, conversion or exchange price or rate per share of
Common Stock less than the Current Market Price per share of Common Stock
at the record date for the determination of stockholders entitled to
receive
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such options, rights or warrants (or if no record date is taken, the
issuance date thereof), then the Exchange Price in effect immediately
prior thereto shall be adjusted to equal the price determined by
multiplying (A) the Exchange Price in effect immediately prior to the
record date (or if no record date is taken, the issuance date thereof) of
issuance of such options, rights or warrants by (B) a fraction, the
numerator of which shall be the sum of (1) the number of shares of Common
Stock outstanding on such date (without giving effect to any such
issuance) and (2) the number of shares which the aggregate proceeds from
the exercise of such options, rights or warrants (and the proceeds from
the conversion or exchange of the Convertible Securities acquired upon the
exercise of any such options, warrants or rights) for Common Stock would
purchase at such Current Market Price, and the denominator of which shall
be the sum of (1) the number of shares of Common Stock outstanding on such
date (without giving effect to any such issuance) and (2) the number of
additional shares of Common Stock offered for subscription or purchase
upon the exercise of such options, rights or warrants and upon the
conversion or exchange of such Convertible Securities. Such adjustment
shall be made successively whenever any such options, rights or warrants
are issued, and shall become effective immediately after such record date
(or if no record date is taken, the issuance date thereof). In determining
whether any options, rights or warrants (or the related Convertible
Securities) entitle the holders of Common Stock to subscribe for or
purchase shares of Common Stock at less than such Current Market Price,
there shall be taken into account any consideration received by the
Company upon issuance and upon exercise of such options rights or warrants
(and the conversion or exchange of such Convertible Securities).
(iii) In case the Company shall pay a dividend or make a
distribution to all holders of its Common Stock after the Closing Date of
any shares of capital stock of the Company or its subsidiaries (other than
Common Stock), or Convertible Securities, or evidences of its indebtedness
or assets, including securities (any of the foregoing being hereinafter in
this subparagraph (iii) called the "SECURITIES") and cash to the extent in
excess of regular periodic cash dividends in an amount equal to that paid
by the Company on the Common Stock on the Closing Date (if any), but
excluding options, rights, warrants, dividends and distributions referred
to in subparagraphs (i) and (ii) above, regular periodic cash dividends in
an amount not greater than that paid by the Company on the Common Stock on
the Closing Date payable out of the Company's surplus that may from time
to time be declared by the Board of Directors and dividends and
distributions in connection with the liquidation, dissolution or winding
up of the Company, then in each such case, the Exchange Price shall be
adjusted so that it shall equal the price determined by multiplying (A)
the Exchange Price in effect on the record date mentioned below by (B) a
fraction, the numerator of which shall be the Current Market Price per
share of the Common Stock on the record date mentioned below less the then
fair market value as determined by the Board of Directors of the Company
(whose determination shall, if made in good faith, be conclusive) as of
such record date of the portion of the Securities applicable to one share
of Common Stock, and the denominator of which shall be the Current Market
Price per share of the Common Stock on such record date; PROVIDED,
HOWEVER, that in the event the then fair market value (as so determined)
of the portion of Securities so distributed applicable to one share of
Common
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Stock is equal to or greater than the Current Market Price per share of
Common Stock on the record date mentioned above, in lieu of the foregoing
adjustment, adequate provision shall be made so that each holder of shares
of Exchangeable Stock shall have the right to receive the amount and kind
of Securities such holder would have received had such holder converted
each such share of Exchangeable Stock immediately prior to the record date
for the distribution of the Securities. Except as provided in paragraph
(e) below, such adjustment shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
distribution.
(iv) Upon the expiration or termination of the options, rights
or warrants described in subparagraph (a)(ii) above, if any such options,
rights or warrants shall not have been exercised, then the Exchange Price
shall forthwith be readjusted and thereafter be the rate which it would
have been had an adjustment been made on the basis that (A) the only
options, rights or warrants so issued or sold were those so exercised and
they were issued or sold for the consideration actually received by the
Company upon such exercise, plus the consideration, if any, actually
received by the Company for the granting of all such rights or warrants
whether or not exercised, plus the consideration, if any, actually
received by the Company upon the conversion or exercise of any Convertible
Securities issuable upon the exercise of such options, rights or warrants
and (B) the Company issued and sold a number of shares of Common Stock
equal to those actually issued upon exercise of such options, rights or
warrants or such conversion or exchange, and such shares were issued and
sold for a consideration equal to the sum of the aggregate exercise price
in effect under the options, rights or warrants actually exercised at the
respective dates of their exercise plus the aggregate conversion or
exchange price under Convertible Securities actually converted or
exchanged at the respective dates of conversion or exchange. For purposes
of subparagraph (ii), the aggregate consideration received by the Company
in connection with the issuance of shares of Common Stock or of options,
rights or warrants or Convertible Securities shall be deemed to be equal
to the sum of the aggregate offering price (before deduction of
underwriting discounts or commissions and expenses payable to third
parties) of all such securities plus the minimum aggregate amount, if any,
payable upon the exercise of such options, rights or warrants or upon the
conversion or exchange of such Convertible Securities into shares of
Common Stock. In the case of the issuance of Common Stock (otherwise than
upon the exchange of the Exchangeable Stock or other Convertible
Securities of the Company) for a consideration in whole or in part other
than cash, including securities acquired in exchange therefor (other than
securities by their terms so exchangeable), the consideration other than
cash shall be the fair value thereof as determined by the Board of
Directors of the Company, irrespective of any accounting treatment;
PROVIDED, THAT such fair value as determined by the Board of Directors
shall not exceed the aggregate Current Market Price of the shares of
Common Stock being issued as of the date the Board of Directors authorizes
the issuance of such shares.
(v) No adjustment in the Exchange Price shall be required
unless such adjustment would require an increase or decrease of at least
1% in such price; PROVIDED, HOWEVER, that any adjustments which by reason
of this subparagraph (v) are not required to
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be made shall be carried forward and taken into account in any subsequent
adjustment; and FURTHER PROVIDED, HOWEVER, that any adjustment shall be
required and shall be made in accordance with the provisions of this
Agreement (other than this subparagraph (v)) not later than such time as
may be required in order to preserve the tax-free nature of a distribution
to the holders of shares of Common Stock. All calculations under this
Agreement shall be made to the nearest cent (with $.005 being rounded
upward) or to the nearest 1/100th of a share (with .005 of a share being
rounded upward), as the case may be. Anything in this paragraph (a) to the
contrary notwithstanding, the Company shall be entitled, to the extent
permitted by law, to make such reductions in the Exchange Price, in
addition to those required by this paragraph (a), as it in its discretion
shall determine to be advisable in order that any stock dividend,
subdivision of shares, distribution of rights or warrants to purchase
stock or securities, or distribution of other assets or any other
transaction which could be treated as any of the foregoing transactions
pursuant to Section 305 of the Internal Revenue Code of 1986, as amended,
hereafter made by the Company to its stockholders shall not be taxable to
such stockholders.
(b) In case the Company shall be a party to any transaction
(including without limitation a merger, consolidation, statutory share
exchange, sale of all or substantially all of the Company's assets or
recapitalization of the Common Stock (each of the foregoing being referred
to as a "BUSINESS COMBINATION"), in each case as a result of which shares
of Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination thereof),
then the Exchangeable Stock remaining outstanding will thereafter no
longer be subject to exchange for Common Stock pursuant to this Agreement,
but instead shall be exchangeable for the kind and amount of shares of
stock and other securities and property receivable (including cash) upon
the consummation of such Business Combination by a holder of that number
of shares or fraction thereof of Common Stock for which one share of
Exchangeable Stock was exchangeable immediately prior to such Business
Combination. The Company shall not be a party to any Business Combination
unless the terms of such Business Combination are consistent with the
provisions of this paragraph (b) and it shall not consent or agree to the
occurrence of any Business Combination until the Company has entered into
an agreement with the successor or purchasing entity, as the case may be,
for the benefit of the holders of the Exchangeable Stock which will
contain provisions enabling the holders of the Exchangeable Stock which
remains outstanding after such Business Combination to convert into the
consideration received by holders of Common Stock at the Exchange Price
immediately after such Business Combination. In the event that at any
time, as a result of an adjustment made pursuant to this Agreement, the
Exchangeable Stock shall become subject to exchange for any securities
other than shares of Common Stock, thereafter the number of such other
securities so issuable upon exchange of the shares of Exchangeable Stock
shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
shares of Exchangeable Stock contained in this Agreement. The provisions
of this paragraph (b) shall similarly apply to successive Business
Combinations.
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(c) If:
(i) the Company shall declare a dividend (or any other
distribution) on the Common Stock that would cause an adjustment to the
Exchange Price of the Exchangeable Stock pursuant to the terms of any of
the paragraphs above;
(ii) the Company shall authorize the granting to the holders
of the Common Stock of rights or warrants to subscribe for or purchase
Convertible Securities or any shares of any other class or any other
rights or warrants;
(iii) there shall be any reclassification or change of the
Common Stock (other than an event to which paragraph (a)(i) applies) or
any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or a statutory
share exchange, or a self tender offer by the Company for all or
substantially all of its outstanding shares of Common Stock, or the sale
or transfer of all or substantially all of the assets of the Company; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then the Company shall cause to be filed with its transfer agent and shall
cause to be mailed to the holders of shares of the Exchangeable Stock at
their addresses as shown on the stock records of the Company, as promptly
as possible, but at least 15 days prior to the applicable date hereinafter
specified, a notice stating (A) the date on which a record is to be taken
for the purpose of such dividend, distribution or granting of rights or
warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend,
distribution or rights or warrants are to be determined or (B) the date on
which such reclassification, change, consolidation, merger, statutory
share exchange, sale, transfer, dissolution, liquidation or winding up is
expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reclassification, change, consolidation, merger,
statutory share exchange, sale, transfer, dissolution, liquidation or
winding up. Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in this
Agreement.
(d) Whenever the Exchange Price is adjusted as herein provided, the
Company shall promptly transmit to the Purchaser an officers' certificate
signed by the President or a Vice President and the Chief Financial
Officer or the Secretary of the Company setting forth the Exchange Price
after such adjustment, the method of calculation thereof and setting forth
a brief statement of the facts requiring such adjustment and upon which
such adjustment is based. If the calculation of the adjustment requires a
determination by the Board of Directors pursuant to paragraph (a)(iii) or
any similar provision, such certificate shall include a copy of the
resolution of the Board of Directors relating to such determination.
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(e) In any case in which paragraph (a) provides that an adjustment
shall become effective immediately after a record date for an event and
the date fixed for exchange pursuant to this Agreement occurs after such
record date but before the occurrence of such event, the Company may defer
until the actual occurrence of such event issuing to the holder of any
share of Exchangeable Stock surrendered for exchange the additional shares
of Common Stock issuable upon such exchange by reason of the adjustment
required by such event over and above the Common Stock issuable upon such
exchange before giving effect to such adjustment.
(f) For purposes of this Agreement, the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock
then owned or held by or for the account of the Company or any corporation
controlled by the Company.
(g) If any single action would require adjustment pursuant to more
than one paragraph of this Section 5 of this Agreement, only one
adjustment shall be made and such adjustment shall be the amount of
adjustment which has the highest absolute value to the holders of the
Exchangeable Stock.
(h) In case the Company shall take any action affecting the Common
Stock, other than action described in this Section 5 of this Agreement,
which in the opinion of the Board of Directors would materially adversely
affect the exchange rights of the holders of the shares of Exchangeable
Stock, the Exchange Price for the Exchangeable Stock shall be adjusted, to
the extent permitted by law, in such manner, if any, and at such time, as
the Board of Directors may determine to be equitable in the circumstances.
Subject to the foregoing, there shall be no adjustment of the Exchange
Price in case of the issuance of any stock of the Company in a
reorganization, acquisition or other similar transaction except as
specifically set forth in this Section 5 of this Agreement.
(i) The Company shall at all times reserve and keep available, free
from contractual or statutory preemptive rights, out of the aggregate of
its authorized but unissued shares of Common Stock or its issued shares of
Common Stock held in its treasury, or both, for the purpose of effecting
exchange of the Exchangeable Stock, the full number of shares of Common
Stock deliverable upon the exchange of all outstanding shares of
Exchangeable Stock not theretofore exchanged. For purposes of this
paragraph (i), the number of shares of Common Stock which shall be
deliverable upon the exchange of all outstanding shares of Exchangeable
Stock shall be computed as if at the time of computation all such
outstanding shares were held by a single holder.
Before taking any action which would cause an adjustment reducing
the Exchange Price below the then par value of the shares of Common Stock
deliverable upon exchange of the Exchangeable Stock, the Company will take
any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock at such adjusted Exchange
Price.
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The Company will make the shares of Common Stock required to be
delivered upon exchange of the Exchangeable Stock eligible for trading
upon the New York Stock Exchange or upon any other national securities
exchange upon which the Common Stock shall then be traded, prior to such
delivery.
Prior to the delivery of any securities which the Company shall be
obligated to deliver upon exchange of the Exchangeable Stock, the Company
will comply with all federal and state laws and regulations thereunder
requiring the registration of such securities with, or any approval of or
consent to the delivery thereof by, any governmental authority.
(j) The Company will pay any and all documentary, stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of the
shares of Exchangeable Stock (or any other securities issued on account of
the Exchangeable Stock pursuant hereto) or shares of Common Stock on
exchange of or as payment of a dividend or distribution on the
Exchangeable Stock pursuant hereto; PROVIDED, HOWEVER, that the Company
shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issue or delivery of shares of Exchangeable
Stock (or any other securities issued on account of the Exchangeable Stock
pursuant hereto) and the Company shall not be required to make any issue
or delivery unless and until the person requesting such issue or delivery
has paid to the Company the amount of any such tax or has established, to
the reasonable satisfaction of the Company, that such tax has been paid or
is not required to be paid.
(k) The Company shall not take any action which results in an
adjustment of the number of shares of Common Stock issuable upon exchange
of a share of Exchangeable Stock if the total number of shares of Common
Stock issuable after such action upon exchange of the Exchangeable Stock
then outstanding, together with the total number of shares of Common Stock
then outstanding, would exceed the total number of shares of Common Stock
then authorized under the Articles of Incorporation of the Company.
Subject to the foregoing, the Company shall take all such actions as it
may deem reasonable under the circumstances to provide for the issuance of
such number of shares of Common Stock as would be necessary to allow for
the exchange from time to time, and taking into account adjustments as
herein provided, of outstanding shares of the Exchangeable Stock in
accordance with the terms and provisions of the Articles of Incorporation
of the Company.
6. RIGHTS OF EXCHANGEABLE STOCK . Company hereby represents and warrants to the
Purchaser that upon issuance to the Purchaser (or to another member of the First
Reserve Group) at the Second Closing, the Exchangeable Stock shall represent a
proportionate part (based on the amount of equity capital invested) of the
issued share equity of Amethyst and shall have the same rights (including,
without limitation, voting and dividend rights), preferences, privileges and
other attributes as all other issued and outstanding shares of capital stock of
Amethyst.
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7. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
of which together shall constitute one and the same instrument. This Agreement
may be delivered by delivery of facsimile signature pages.
8. RATIFICATION; CONFIRMATION. Except to the extent otherwise expressly
contemplated hereby, the Purchase Agreement is hereby ratified and confirmed.
9. EXERCISE OF RIGHTS. Any right provided for in this Agreement may be exercised
by the party possessing such right by notice in writing given to all of the
other parties to this Agreement which notice shall state the right being
exercised.
10. NOTICE. Notice required or permitted under this Agreement shall be deemed to
be given two days after a writing thereof is deposited in the United States
mail, return receipt requested, addressed to the address for each party set
forth below or such other address as such party may fix by notice similarly
given:
To the Company:
Pride International, Inc.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Xx. Xxxx X. Xxxxx
President and Chief Executive Officer
with a copy to:
Xxxxx & Xxxxx, L.L.P.
000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: X.X. Xxxxxx, Esq.
If to the Purchaser:
First Reserve Fund VIII, L.P.
c/o First Reserve Corp.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Fax: 000-000-0000
Attn: Xxxxxx Xxxxxxx, Esq.
With a copy to:
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Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Fax: 000-000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. The
Purchaser will not assign its rights under this Agreement or transfer or dispose
of any shares of Exchangeable Stock unless the assignee or transferee agrees to
be bound by the Purchase Agreement and this Agreement.
12. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made
and performed wholly in the State of New York.
13. SEVERABILITY. If any provision or this Agreement shall be held invalid, such
invalidity shall not affect any other provision of this Agreement that can be
given effect without the invalid provision, and to this end, the provisions
hereof are separable.
14. HEADINGS. The headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
15. AMENDMENT. This Agreement cannot be amended or modified except by a written
agreement executed by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
PRIDE INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXX
Xxxx X. Xxxxx
President and Chief Executive Officer
FIRST RESERVE FUND VIII, L.P.
By: First Reserve Fund GP VIII, L.P.
its General Partner
By: First Reserve Corporation
its General Partner
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Managing Director
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