EXHIBIT 10.5
[PRIDE INTERNATIONAL, INC. LETTERHEAD]
VIA FACSIMILE (303/382-1275) July 14, 1999
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 an amendment
of the Securities Purchase Agreement between us dated as of May 5, 1999, as
amended by that certain Letter Agreement between us dated June 4, 1999, that
certain Letter Agreement between us dated June 18, 1999 and that certain Letter
Agreement dated June 21, 1999 (as so amended, the "Purchase Agreement"), and the
Closing of the transactions provided for therein. Capitalized terms used herein
that are not otherwise defined shall have the respective meanings given them in
the Purchase Agreement.
1. The Second Closing shall be split into two separate closings. At
the first of the two closings (the "Pride Closing"), the Company will deliver or
cause a wholly owned subsidiary of the Company to deliver to the Purchaser (or
to another member of the First Reserve Group designated by the Purchaser) a
certificate or certificates evidencing 1,047,121 shares of Common Stock of the
Company in consideration of the payment by the Purchaser (or such other member
of the First Reserve Group) of $12.5 million in cash. The Pride Closing shall
take place on July 14, 1999.
At the second of the two closings (the "Amethyst Closing"), the
Company will deliver or cause a wholly owned subsidiary of the Company to
deliver to the Purchaser (or to another member of the First Reserve Group
designated by the Purchaser) certificates evidencing the shares of Exchangeable
Stock in consideration of a payment by Purchaser (or such other member of the
First Reserve Group) of $12.5 million in cash. The Amethyst Closing shall take
place on or before July 30, 1999.
The Second Closing shall otherwise be in accordance with and subject
to the provisions of Section 2.2 and Articles VI and VII of the Purchase
Agreement. The Second Closing shall be deemed to be completed only upon the
completion of the Amethyst Closing. In addition, for purposes of Article X of
the Purchase Agreement, the Closing Date shall be deemed to be the date of the
Amethyst Closing.
First Reserve Fund VIII, Limited Partnership
c/o First Reserve Corp. -2- July 14, 1999
2. Pursuant to that certain Letter Agreement dated June 18, 1999,
the Company and the Purchaser agreed that the appointment of one designee of the
Purchaser to the Board of Directors of the Company shall occur at the Second
Closing. The Company and the Purchaser hereby agree that such appointment shall
instead occur effective as of the Pride Closing.
3. The Company and the Purchaser further agree that the Letter
Agreement dated June 21, 1999 relating to the matters set forth in Article 2 of
the Shareholders Agreement between us dated June 21, 1999 terminates effective
immediately upon the completion of the Pride Closing.
Except as expressly modified hereby, the Purchase Agreement is
hereby ratified. This letter may be executed 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 14TH DAY OF JULY 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
