EXHIBIT 10.2
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this "AMENDMENT") is
entered into as of the 14th day of September, 1999 by and between Pride
International, Inc., a Louisiana corporation (the "COMPANY"), and First Reserve
Fund VIII, Limited Partnership, a Delaware limited partnership ("FIRST
RESERVE").
W I T N E S S E T H:
WHEREAS, the Company and First Reserve entered into that certain
Shareholders Agreement dated as of June 21, 1999 (the "SHAREHOLDERS AGREEMENT")
and that certain Securities Purchase Agreement dated as of May 5, 1999, as
amended by those certain Letter Agreements dated June 4, 1999, June 18, 1999,
June 21, 1999 and July 14, 1999 and that certain Put and Exchange Agreement
dated as of September 14, 1999 (as so amended, the "PURCHASE AGREEMENT");
WHEREAS, the Company and First Reserve included in the Shareholders
Agreement certain registration rights with respect to the Registrable Securities
held by or issued to First Reserve;
WHEREAS, the Company and First Reserve desire to reflect herein certain
agreements relating to shelf registration rights with respect to the shares of
Common Stock issued upon exchange of the Exchangeable Stock (as defined in the
Purchase Agreement) pursuant to the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
ARTICLE 1
Definitions
SECTION 1.1 Capitalized terms used but not defined herein shall have the
meanings set forth in the Shareholders Agreement.
ARTICLE 2
AMENDMENTS TO SHAREHOLDERS AGREEMENT
SECTION 2.1 The following definitions shall be and hereby are added to Section
1.1 of the Shareholders Agreement:
"AMETHYST REGISTRABLE SECURITIES" means the shares of Common Stock that
(i) are Registerable Securities and (ii) are received by a member of the First
Reserve Group upon exchange of the Exchangeable Stock pursuant to Section 5.10
or 5.11 of the Purchase Agreement or would be received by a member of the First
Reserve Group upon exercise of its right to exchange the Exchangeable Stock
pursuant to Section 5.10 of the Purchase Agreement.
SECTION 2.2 New paragraph (iv) shall be and hereby is added to Section 5.2(a) of
the Shareholders Agreement and shall read in its entirety as follows:
"(iv) In addition to the Demand Registration rights enumerated above, with
respect to the Amethyst Registrable Securities at any time after (X) July 1,
2002 or (Y) such earlier date which is 60 days prior to the date on which
the Exchangeable Stock shall have been exchanged for Common Stock pursuant
to Section 5.10 or 5.11 of the Purchase Agreement, First Reserve may make a
request in writing that the Company file a registration statement under the
Securities Act to register under the Securities Act all Amethyst Registrable
Securities (whether or not such Amethyst Registrable Securities are then
issued and outstanding) for resale on a delayed or continuous basis for a
period of one year in an amount equal to the lesser of (A) all such Amethyst
Registrable Securities, or (B) the number of Amethyst Registrable Securities
that could be sold pursuant to the provisions of Rule 144 by an affiliate of
the Company (assuming such Amethyst Registrable Securities were not
restricted securities within the meaning of Rule 144) during such one-year
period. Such a request (and the related registration) shall be in addition
to the Demand Registrations provided for in Section 5.2(a)(i) of this
Agreement."
SECTION 2.3 The proviso of the first sentence of Section 5.2(d)(i) shall be
deleted in its entirety and the following shall be substituted in lieu thereof:
"provided that if at the time the Company receives a request to file a
Registration Statement with respect to Registrable Securities or thereafter,
the Company is engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such
Registration Statement or a related prospectus or supplement thereto (but
would not be required if such Registration Statement were not filed) and the
board of directors of the Company determines in good faith that such
disclosure would be materially detrimental to the Company and its
stockholders, the Company shall have a period of not more than 120 days
(less the number of days during the previous 12 months that the use of a
Prospectus was suspended pursuant to Section 5.2(d)(vi) and/or this Section
5.2(d)(i)) within which to file such registration statement measured from
the date of the Company's receipt of First Reserve's request for
registration in accordance with Section 5.2(a) hereof or to file any
supplement required by Section 5.2(d)(vi)"
ARTICLE 3
MISCELLANEOUS
SECTION 3.1 COUNTERPARTS; FACSIMILE. This Amendment 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 Amendment may be delivered by delivery of facsimile signature pages.
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SECTION 3.2 RATIFICATION; CONFIRMATION. Except to the extent otherwise expressly
contemplated hereby, the Shareholders Agreement is hereby ratified and
confirmed.
SECTION 3.3 SEVERABILITY. If any provision of this Amendment shall be held
invalid, such invalidity shall not affect any other provision of this Amendment
that can be given effect without the invalid provision, and to this end, the
provisions hereof are separable.
SECTION 3.4 HEADINGS. The headings in this Amendment are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Amendment.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first
above written.
Address: PRIDE INTERNATIONAL, INC.
0000 Xxx Xxxxxx Xxxx, Xxxxx 0000 By: /S/ XXXX X. XXXXX
Xxxxxxx, Xxxxx 00000 Xxxx X. Xxxxx
Attn: Xx. Xxxx X. Xxxxx President and Chief Executive Officer
Fax: 000-000-0000
Address: FIRST RESERVE FUND VIII, LIMITED
000 Xxxxxx, Xxxxx 0000 XXXXXXXXXXX
Xxxxxxx, Xxxxx 00000
Attn: Xxx X. Xxxxx By: First Reserve GP VIII, L.P.,
Fax: 000-000-0000 its General Partner
By: First Reserve Corporation,
its General Partner
By: /S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Managing Director
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