EXHIBIT 4.4
[Pride International, Inc. Letterhead]
As of June 20, 2002
To Credit Lyonnais New York Branch,
as Administrative Agent
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor - Syndications
New York, New York 10019
Attention: Xxxxxx Xxxxxx-Xxxxxx
Re: $200,000,000 Term Loan Agreement (the "Term Loan Agreement")
dated as of June 20, 2002 among Pride Offshore, Inc., the
Guarantors, the Term Lenders and the Administrative Agent
Ladies and Gentlemen:
This letter is to evidence our agreement that, in addition to the provisions of
the Term Loan Agreement (the defined terms of which are used herein unless
otherwise defined herein), we agree as follows:
1. As set forth in the Term Loan Agreement, the Credit Parties shall
maintain insurance (or its equivalent) covering comprehensive third party
liability on the Mortgaged Term Loan Facility Rigs in an aggregate amount not
less than 100% of the Term Loans. In addition, the Credit Parties shall maintain
insurance (or its equivalent) covering comprehensive third party liability with
financially sound and reputable insurance companies or associations and in such
amounts (and with co-insurance and deductibles) as are usually insured against
by Persons of similar size and established reputation engaged in the same or
similar businesses and similarly situated. For the avoidance of doubt, it is
understood that any insurance (or its equivalent) maintained by the Credit
Parties that satisfies the criteria of both sentences of this item 1 shall be
counted towards the respective quantities of insurance (or its equivalent)
required for purposes of both sentences of this item 1.
2. As set forth in the Term Loan Agreement, the Credit Parties shall at
all times maintain insurance (or its equivalent) covering War Risks on Mortgaged
Term Loan Facility Rigs, so that the aggregate amount of War Risk coverage is
not less than 150% of the Term Loans (including, as part of this 150%, the
insurance (or its equivalent) covering War Risks on the Pride North America and
other Mortgaged Term Loan Facility Rigs referenced in item 3 below). In
addition, the Credit Parties shall at all times maintain insurance (or its
equivalent) covering War Risks on Mortgaged Term Loan Facility Rigs having a
Market Value equal to or greater than 150% of the Term Loans (including, as part
of this 150%, the insurance (or its equivalent) covering War Risks on the Pride
North America and other Mortgaged Term Loan Facility Rigs referenced in item 3
below). For the avoidance of doubt, it is understood that any insurance (or its
equivalent) maintained by the Credit Parties that satisfies the criteria of both
sentences of this item 2 shall be counted towards the respective quantities of
insurance (or its equivalent) required for purposes of both sentences of this
item 2.
3. As set forth in the Term Loan Agreement, the Credit Parties shall at
all times maintain insurance (or its equivalent) covering War Risks on the Pride
North America and each of the Mortgaged Term Loan Facility Rigs that have a
Market Value equal to or greater than $40,000,000 (as set forth in the most
recent Rig Appraisal Reports covering such Mortgaged Term Loan Facility Rig)
located outside of the Gulf of Mexico unless such insurance becomes unavailable
in the geographical area where such Mortgaged Term Loan Facility Rig is located.
If insurance (or its equivalent) covering War Risks with respect to any of the
Pride North America or any Mortgaged Term Loan Facility Rig that has a Market
Value equal to or greater than $40,000,000 (as set forth in the most recent Rig
Appraisal Reports covering such Mortgaged Term Loan Facility Rig) located
outside of the Gulf of Mexico becomes unavailable in the geographical area where
such Mortgaged Term Loan Facility Rig is located and such Mortgaged Term Loan
Facility Rig is located in a geographical area which is declared a war zone by
any Governmental Authority or by the most-recent War Risks insurers of such
Mortgaged Term Loan Facility Rig, then such Mortgaged Term Loan Facility Rig
shall not be included for purposes of calculating the Security Maintenance Ratio
until such insurance (or its equivalent) covering War Risks becomes available
again or such Mortgaged Term Loan Facility Rig is moved to another geographical
area which is not so declared a war zone.
Very truly yours,
PRIDE OFFSHORE, INC.
MEXICO DRILLING LIMITED LLC
PRIDE CENTRAL AMERICA, LLC
PRIDE DRILLING, LLC
PRIDE NORTH AMERICA LLC
PRIDE OFFSHORE INTERNATIONAL LLC
PRIDE SOUTH PACIFIC LLC
By: /s/ Xxxx X. XxXxxx
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Xxxx X. XxXxxx
Treasurer
PRIDE INTERNATIONAL, INC.
By: /s/ Xxxx X. XxXxxx
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Xxxx X. XxXxxx
Chief Financial Officer
Accepted effective as of the 20th day of June, 2002.
CREDIT LYONNAIS NEW YORK BRANCH,
as Administrative Agent for itself and on behalf of the Term Lenders
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
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Title: Senior Vice President
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