EXHIBIT 10.3
[PRIDE INTERNATIONAL, INC. LETTERHEAD]
VIA FACSIMILE (303/382-1275) June 18, 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 (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. Pursuant to Section 6.4 of the Purchase Agreement, the obligation
of the Purchaser to effect the Closing of the Shares is subject to the
appointment of one designee of the Purchaser to the Board of Directors of the
Company. The Purchaser hereby agrees that, subject to the prior completion of
the First Closing, such appointment shall instead occur at the Second Closing,
which shall occur no later than July 10, 1999. Notwithstanding the foregoing, at
any time after the First Closing and prior to the date of such appointment, the
Company shall include a designee of the Purchaser in all conference calls or
other meetings of the Board of Directors (including committees thereof) at which
board or committee action is or could be taken, and the Company shall provide to
such designee all materials that it provides to directors of the Company in the
same manner and at the same time as provided to such directors.
2. Section 11.9 of the Purchase Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
"Except as provided in this Section 11.9, neither of the Purchaser
nor the Company may assign its rights or obligations hereunder;
PROVIDED, HOWEVER, that (i) the Purchaser may assign its rights to
acquire the Shares and/or the Exchangeable Stock to another member
of the First Reserve Group, provided that such assignment shall not
relieve the Purchaser of its obligations hereunder; and (ii) the
Company may assign its obligations to deliver the Shares and/or the
Exchangeable Stock and its rights to receive the Purchase Price
therefor to a wholly owned subsidiary of the Company, provided that
such assignment shall not relieve the Company of its obligations
hereunder."
First Reserve Fund VIII, Limited Partnership
c/o First Reserve Corp. -2- June 18, 1999
3. The First Closing shall take place on June 21, 1999. At the First
Closing, the Company or its permitted assignee will deliver to the Purchaser a
certificate or certificates evidencing 4,681,146 shares of Common Stock of the
Company in consideration of the payment by the Purchaser of the First Closing
Purchase Price. Except for the transactions governed by the Exchangeable Stock
Condition and the fulfillment of that condition, the First Closing shall be in
accordance with and subject to the terms and conditions of Section 2.2 and
Articles VI and VII of the Purchase Agreement.
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. XXXXXX
Xxxx X. XxXxxx
Vice President and Chief Financial Officer
AGREED TO AND ACCEPTED
AS OF THIS 18TH DAY OF JUNE 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
