1
EXHIBIT 2.2
[FORM OF LETTER AGREEMENT]
___________, 2001
Marine Drilling Companies, Inc.
Xxx Xxxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxx, Xxxxx 00000
Attention: Xx. Xxx Xxxx
Gentlemen:
In connection with the Agreement and Plan of Merger dated as of May 23,
2001 (the "Merger Agreement") among Pride International, Inc., a Louisiana
corporation ("Pride"), PM Merger, Inc., a Delaware corporation ("PM Merger,
Inc."), Marine Drilling Companies, Inc., a Texas corporation ("Marine"), and AM
Merger, Inc., a Delaware corporation, please indicate by signing below your
agreement that:
1. Certificate of Incorporation. Exhibit 2.1 of the Merger Agreement is
amended and restated in its entirety as Exhibit A hereto.
2. Bylaws. Exhibit 2.2 of the Merger Agreement is amended and restated
in its entirety as Exhibit B hereto.
3. Certain Actions. Pursuant to Sections 7.1 and 7.2 of the Merger
Agreement, the parties hereby consent to the matters set forth on Exhibit C
attached hereto.
4. Complete Agreement. Exhibits A, B and C hereto are incorporated herein
by this reference. This letter agreement, together with those Exhibits,
constitutes the complete agreement of the parties with respect to the matters
set forth herein, superseding all prior negotiations, conversations, proposals,
writings, or understandings on the subject matter.
1
2
Sincerely,
PRIDE INTERNATIONAL, INC.
By:
--------------------------------
Xxxx X. Xxxxx
President and Chief Executive Officer
PM MERGER, INC.
By:
--------------------------------
Xxxx X. Xxxxx
President and Chief Executive Officer
AM MERGER, INC.
By:
--------------------------------
Xxxx X. Xxxxx
President and Chief Executive Officer
Agreed to and Accepted:
MARINE DRILLING COMPANIES, INC.
By:
-------------------------------------
Xxx Xxxx
President and Chief Executive Officer
2
